This Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Crowd Valley Services (as defined below) and is an agreement between Crowd Valley (“we,” “us,” or “our”) and you or the entity you represent (“you”). This Agreement takes effect when you click an “I Accept” button, or check box presented with these terms or when you use any of the Crowd Valley Services (the “Effective Date”).
You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Crowd Valley Services. You are responsible for End Users’ use of Your Content and the Crowd Valley Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Crowd Valley Services. You are responsible for providing customer service (if any) to End Users. Unless otherwise agreed in writing, we do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
You may not use the Crowd Valley Services if you are a person barred from receiving or using the Crowd Valley Services under the laws of the United States or any other country, including the country in which you are resident or from which you use the Crowd Valley Services. You may not use the Crowd Valley Services with the intention of facilitating the use of the Crowd Valley Services for any other person, including an End User, who is similarly barred.
You agree that your purchases of Crowd Valley Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Crowd Valley or any of its affiliates regarding future functionality or features.
Your Account and Use of the Crowd Valley Services
You must provide accurate and complete information any time you register to use, log on to use, connect with or use the Crowd Valley Services. If your circumstances change or the circumstances of any End User changes and your or their use of the Crowd Valley Services do not conform to or violate this Agreement, you must immediately inform Crowd Valley in writing. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Crowd Valley immediately. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account.
Your use of the Crowd Valley Services and the use by any End User must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software, the securities laws and money laundering laws of any country or territory.
You agree not to (a) access (or attempt to access) the administrative interface of the Crowd Valley Services by any means other than through the interface that is provided by Crowd Valley in connection with the Crowd Valley Services, unless you have been specifically allowed to do so in a separate agreement with Crowd Valley, or (b) engage in any activity that interferes with or disrupts the Crowd Valley Services (or the servers and networks which are connected to the Service).
You may use the Crowd Valley Services only to develop and/or run Applications in accordance with this Agreement. You may not access the Crowd Valley Services for the purpose of bringing an intellectual property infringement claim against Crowd Valley or for the purpose of creating a product or service competitive with the Crowd Valley Services.
Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.
Acceptable Use, Data Privacy and Data Security
You agree to comply with the Crowd Valley Acceptable Use Policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
You agree that you will protect the privacy and legal rights of the End Users. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the End Users aware that the information will be available to your Application and to Crowd Valley.
You agree to comply and ensure that your End Users comply with any relevant data protection laws or regulations. Crowd Valley is under no obligation to ensure that your use or the use by any End User is in compliance with such laws or regulations.
If you are subject to restrictions or requirements where your data or the data of End Users must be stored or transferred (or not stored or not transferred), you may contact us in writing in order to identify the relevant regions or countries. Otherwise, if no separate agreement is reached, you consent to the storage and transfer of Your Content in accordance with our policies and procedures.
Fees for Use of the Crowd Valley Services
Activation of or further engagement with the Crowd Valley Services may require you to pay certain fees or other amounts to Crowd Valley. Such transaction may be completed by executing and delivering to Crowd Valley an order form (the form of which will be provided by Crowd Valley, the “Order Form”). The Order Form shall be subject to the terms of this Agreement. Pricing for the Crowd Valley Services is available upon request.
For all purchased resources and services, we will charge on a monthly basis or at the interval indicated in Crowd Valley fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).
Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney's fees Crowd Valley incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights).
Charges are solely based on Crowd Valley's measurements of your use of the Crowd Valley Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Crowd Valley and only in the form of credit for the Crowd Valley Services. Nothing in this Agreement obligates Crowd Valley to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Crowd Valley may be shared by Crowd Valley with companies who work on Crowd Valley's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Crowd Valley and servicing your account. Crowd Valley may change its fees and payment policies for the Crowd Valley Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Crowd Valley may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason.
We will charge you, and you have an obligation to reimburse us for any costs or expenses incurred or payable by us in relation to the provision of the Crowd Valley Services to you that result from status, obligations, duties and requirements as a regulated entity, if applicable.
You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Crowd Valley Services in a manner intended to avoid incurring fees.
Content on the Crowd Valley Services, Use of the Crowd Valley Services and Take Down Obligations
You may not use the Crowd Valley Services to perform any activity (a) which is in violation of any applicable laws, including the securities laws or regulations or money laundering laws or regulations of any country or territory (b) which is may be regarded as unlawful, harassing, obscene, infringes another's privacy, or otherwise objectionable (c) which infringes the rights of third parties or (d) which is in violation of this Agreement or of the Acceptable Use Policy. Without derogating from the generality of the above, you may not use the Crowd Valley Services for any Application which was independently developed which is in violation of any applicable laws or regulations, or any third parties’ rights. In addition, the purpose and use of your Application must be in accordance with any applicable laws, including securities laws, money laundering laws, consumer protection laws and anti-spam laws.
Crowd Valley reserves the right (but shall have no obligation) to remove any or all of Your Content from the Crowd Valley Services. You agree to immediately take down Your Content that violates the Acceptable Use Policy, including pursuant to a takedown request from Crowd Valley. In the event that you elect not to comply with a request from Crowd Valley to take down certain Content, Crowd Valley reserves the right to discontinue access to the Crowd Valley Services or to disable Applications.
In the event that you become aware of any violation of the Acceptable Use Policy or any law or regulation by an End User of Applications, you shall immediately notify Crowd Valley in writing and terminate such End User's account on your Application. Crowd Valley reserves the right to discontinue access to the Crowd Valley Services or to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy or any law or regulation.
You agree that you are solely responsible for (and that Crowd Valley has no responsibility to you or to any third party for) the Application or Your Content that you create, transmit or display while using the Crowd Valley Services and for the consequences of your actions (including any loss or damage which Crowd Valley may suffer) by doing so.
You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
the technical operation of Your Content, including ensuring that calls you make to any Crowd Valley Service or API are compatible with then-current APIs for that Crowd Valley Service;
compliance of Your Content with the Acceptable Use Policy, the other Policies, and the law;
any claims relating to Your Content; and
properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights.
You are responsible for properly configuring and using the Crowd Valley Services and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. Any log-in credentials and private keys generated by or for use in relation to the Crowd Valley Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
Crowd Valley is not, and does not intend to become and does not intend to provide any services that would require it to become registered as a broker-dealer with the U.S. Securities Exchange Commission or an entity that is authorised or registered by the Prudential Regulatory Authority or Financial Conduct Authority in the United Kingdom, or any other such authority in any other country or territory.
You shall provide to Crowd Valley (or to any third party as directed by Crowd Valley) such information and assistance as is reasonably required (in the sole discretion of Crowd Valley) resulting from or relating to, if relevant, your status as a regulated entity, your engagement with End Users that are regulated entities or otherwise resulting from or related to your or there engagement in regulated services and activities in any jurisdiction.
You must obtain all necessary licenses and authorisations prior to using the Crowd Valley Services and maintain such licenses and authorisations at all times while you are using the Crowd Valley Services. You are also responsible for ensuring that any End User has or maintains any necessary licenses and authorisations. When you choose a sub-domain or URL for your Application, you undertake that the use of such URL shall be in accordance with applicable laws, and shall not be in violation of third parties’ rights (including trademark rights). If you become aware of any Application which uses the Crowd Valley Services which does not comply with the above requirements, you must contact us immediately at
firstname.lastname@example.org and advise us accordingly. In addition, while using the Crowd Valley Services, you may not use any automatic means (including "spiders", "robots", etc.) in order to "scan" the Crowd Valley Services and retrieve any information appearing therein, except if such conduct is intended solely for the purpose of presenting such information in search engine results.
In the event that you have been notified by any regulatory or administrative authority or court that a license held by you or any End User or other regulatory or administrative authority are under review, or that you or such End User has been sanctioned or reprimanded for any reason by a court or regulatory or administrative authority, you shall immediately notify Crowd Valley in writing.
Crowd Valley may suspend access to the Crowd Valley Services by you or any End User, until further notice, in the event that:
your or any End User's use of or registration for the Crowd Valley Services (i) poses a security risk to the Crowd Valley Services or any third party, (ii) may adversely impact the Crowd Valley Services or the systems or Content of any other Crowd Valley customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;
you or any End User is in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days;
you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
you or any End User is subject to an investigation, reprimand or sanction by a regulatory or legal authority or is otherwise cited for misconduct by such authority;
we have received notice from a competent court, regulatory or legal authority that it should or must do so.
Our right to suspend your or any End User’s right to access or use the Crowd Valley Services is in addition to our right to terminate this Agreement as set out herein. If we suspend your right to access or use any portion or all of the Crowd Valley Services:
you remain responsible for all fees and charges you have incurred through the date of suspension;
you remain responsible for any applicable fees and charges for any Crowd Valley Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
you will not be entitled to any service credits under the Service Level Agreements, if any, for any period of suspension; and
we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.
You acknowledge and agree that Crowd Valley (or Crowd Valley's licensors) own all legal right, title and interest in and to the Crowd Valley Services, including any intellectual property rights which subsist in the Crowd Valley Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Except as provided in this Agreement, Crowd Valley acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to Your Content. Unless you have agreed otherwise in writing with Crowd Valley, you agree that you are responsible for protecting and enforcing those rights and that Crowd Valley has no obligation to do so on your behalf.
You represent and warrant to us that: (a) you or your licensors (including End Users, if applicable) own all right, title, and interest in and to Your Content; (b) you have all rights in Your Content necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content, or End Users’ use of Your Content or the Crowd Valley Services will violate the Acceptable Use Policy.
License from Crowd Valley and Restrictions
As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Crowd Valley Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Crowd Valley Services solely in accordance with this Agreement; and (ii) copy and use the Crowd Valley Content solely in connection with your permitted use of the Services. Except as provided in this section, you obtain no rights under this Agreement from us or our licensors to the Crowd Valley Services, including any related intellectual property rights. If any Crowd Valley Content is provided to you under a separate license and in the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that Crowd Valley Content.
Neither you nor any End User may use the Crowd Valley Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Crowd Valley Services (except to the extent software included in the Crowd Valley Services are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Crowd Valley Services or apply any other process or procedure to derive the source code of any software included in the Crowd Valley Services, (c) access or use the Crowd Valley Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) resell or sublicense the Crowd Valley Services, or (e) in any way that may subject the Crowd Valley Services to any obligations under any open source software license, including, without limitation any license which imposes any obligation or restriction with respect to Crowd Valley’s patent or other intellectual property rights in the Crowd Valley Services. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Crowd Valley Services you have used. You may only use any Crowd Valley trademarks, service marks, logos, domain names and other distinctive brand features with the written approval of Crowd Valley.
Open source software licenses for components of the Crowd Valley Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Crowd Valley for the use of the components of the Crowd Valley Services released under an open source license.
If you provide any suggestions, recommendations or ideas as to how we might improve the Crowd Valley Services to us or our affiliates, we will own all right, title, and interest in and to the suggestions, recommendations or ideas, even if you have designated them as confidential. We and our affiliates will be entitled to use the suggestions, recommendations or ideas without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the suggestions, recommendations or ideas and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the suggestions, recommendations or ideas.
License from You
As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as otherwise provided herein, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Crowd Valley Services to you and any End Users.
You agree that Crowd Valley, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Crowd Valley Services.
Modification of the Crowd Valley Services
Crowd Valley is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Crowd Valley Services may change from time to time without prior notice to you, subject to the terms of this Agreement. We may change, discontinue, or deprecate any of the Crowd Valley Services or change or remove features or functionality of the Crowd Valley Services from time to time. We will notify you of any material change to or discontinuation of the Crowd Valley Services. Changes to the form and nature of the Crowd Valley Services will be effective with respect to all versions of the Crowd Valley Services. Examples of changes to the form and nature of the Crowd Valley Services include without limitation changes to fee and payment policies, security patches, added or altered or reduced functionality, and other enhancements.
With respect to the Crowd Valley APIs, we may change, discontinue or deprecate any APIs for the Crowd Valley Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
Term and Termination
The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with the terms herein.
You may terminate this Agreement for any reason by: (i) providing us notice and (ii) closing your account for all Crowd Valley Services. You will not receive any refunds on any amounts paid if you cancel your account and will be liable for any amounts accrued but unpaid or otherwise due to be paid by you.
You agree that Crowd Valley, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Crowd Valley Services may be without prior notice, and you agree that Crowd Valley will not be liable to you or any third party for such termination.
Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
We may also terminate this Agreement immediately upon notice to you (i) for cause, if any act or omission by you or any End User results in a suspension in accordance with the terms of this Agreement, (ii) if our relationship with a third party partner who provides software or other technology we use to provide the Crowd Valley Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Crowd Valley Services, (iii) if we believe providing the Crowd Valley Services could create a substantial economic or technical burden or material security risk for us, (iv) in order to comply with the law or requests of governmental entities, or (v) if we determine use of the Crowd Valley Services by you or any End Users or our provision of any of the Crowd Valley Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
You are solely responsible for exporting Your Content and Application(s) from the Crowd Valley Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve Your Content and Application(s).
Upon any termination of the Crowd Valley Services or your account this Agreement will also terminate, but you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination and Sections 5.5, 4.3, 4.5, 6, 7 (except for the license granted to you in 7.1), 10.7, 12, 13, 14, 16 and 19 shall continue to be effective after this Agreement is terminated.
Acknowledgements regarding the use of the Crowd Valley Services
You acknowledge and agree that:
The Crowd Valley Services provide Clients with a server side solution for their Applications. You acknowledge and agree that your failure to use the Crowd Valley Services in accordance with the specifications and the instructions appearing therein may result in malfunctions of the Application, due to your own fault. Moreover, in case there is any bug or malfunction in your Application, except for rare cases of malfunction or sever crash on our side, such bug or malfunction is within your sole responsibility and liability. Accordingly, in case of such bugs in your application, the End User should first revert to you or any other person or entity in charge of the development and operation of the Application. While we provide customer support to our Clients, we do not handle support enquiries to any End User or which relate to matters that are outside the scope of our responsibility;
You explicitly acknowledge that the usability of the Application is dependent mainly upon the quality of the work of the Client who created it. The Crowd Valley Services provide the Client with a server side solution for operating the Application. However, Crowd Valley cannot be responsible for the quality of the work performed by the Client, both independently and while using the Crowd Valley Services. Accordingly, and except for failures which are clearly as a result of Crowd Valley’s own fault (such as server crashes or malfunction of the Crowd Valley Services), your use of the Crowd Valley Services is at your own risk, and Crowd Valley shall not be liable for any errors or malfunctions in Applications;
You shall bear sole responsibility for your development activities in connection with your Application when using the Crowd Valley Services. Without limiting the generality of this statement, you explicitly acknowledge that any activity in connection with your Application which is in violation of any applicable law or of this Agreement shall cause the immediate termination of your account or access to the Crowd Valley Services;
We shall take reasonable efforts to maintain the constant availability of the Crowd Valley Services 24/7. In case of any system failures or server crashes, we shall take reasonable efforts to resolve them promptly in accordance with industry standards in the field;
You explicitly acknowledge that we merely provide a technical service and that we shall not be liable for anything related to the content of your Application;
The password provided to you by e-mail upon registration to the Crowd Valley Services is for your personal use only. Crowd Valley will not be liable for any loss or damage you may incur as a result of someone else using your password with respect to the Crowd Valley Services, either with or without your knowledge. Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, these warranties shall apply to the maximum extent possible;
You may not use the Crowd Valley Services to perform any activity, or to enable the performance of any activity by any person which (1) is in violation of any applicable laws, including the securities laws or regulations or money laundering laws or regulations of any country or territory (2) is may be regarded as unlawful, harassing, obscene, infringes another's privacy, or otherwise objectionable (3) infringes the rights of third parties or (4) is in violation of this Agreement. Without derogating from the generality of the above, you may not use the Crowd Valley Services for any Application which was independently developed which is in violation of any applicable laws or regulations, or any third parties’ rights. In addition, the purpose and use of your Application must be in accordance with any applicable laws, including securities laws, money laundering laws, consumer protection laws and anti-spam laws.
You must obtain all necessary licenses and authorisations prior to using the Crowd Valley Services and maintain such licenses and authorisations at all times while you are using the Crowd Valley Services. You are also responsible for ensuring that any End User has or maintains any necessary licenses and authorisations.
THE CROWD VALLEY SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CROWD VALLEY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE CROWD VALLEY SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE CROWD VALLEY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE CROWD VALLEY SERVICES WILL BE ACCURATE.
LIMITATION OF LIABILITY
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE CROWD VALLEY SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE CROWD VALLEY SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE CROWD VALLEY SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
THE LIMITATIONS ON CROWD VALLEY'S LIABILITY TO YOU IN THE ABOVE PARAGRAPH SHALL APPLY WHETHER OR NOT CROWD VALLEY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Crowd Valley Services (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
We will promptly notify you of any claim subject to the paragraph above, but our failure to promptly notify you will only affect your obligations under the paragraph above to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Crowd Valley's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice. For more information, please go to http://www.crowdvalley.com/privacy.
You may use Crowd Valley Confidential Information only in connection with your use of the Crowd Valley Services as permitted under this Agreement. You will not disclose Crowd Valley Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Crowd Valley Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Crowd Valley Services without our consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
Crowd Valley may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Crowd Valley shall not be liable for any use or disclosure of such information by such third parties.
The Crowd Valley Services may include hyperlinks to other web sites or content or resources or email content. Crowd Valley may have no control over any web sites or resources which are provided by companies or persons other than Crowd Valley.
You acknowledge and agree that Crowd Valley is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You acknowledge and agree that Crowd Valley is not liable for any loss or damage which may be incurred by you or your End Users as a result of the content or availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
Changes to this Agreement
Crowd Valley may make changes to this Agreement from time to time.
You understand and agree that if you use the Crowd Valley Services after the date on which this Agreement has changed, Crowd Valley will treat your use as acceptance of the updated Agreement.
General Legal Terms
Except to the extent you and Crowd Valley have entered into a separate written agreement that is expressly intended to supersede this Agreement either in whole or in part, this Agreement constitutes the whole legal agreement between you and Crowd Valley and govern your use of the Crowd Valley Services (but excluding any services which Crowd Valley may provide to you under a separate written agreement), and completely replace any prior agreements between you and Crowd Valley in relation to the Crowd Valley Services.
There are no third party beneficiaries to this Agreement. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
If Crowd Valley provides you with a translation of the English language version of this Agreement, the English language version of this Agreement will control if there is any conflict.
You agree that Crowd Valley may provide you with notices by email, regular mail, or postings on the Crowd Valley Services. By providing Crowd Valley your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
You agree that if Crowd Valley does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Crowd Valley has the benefit of under any applicable law), this will not be taken to be a formal waiver of Crowd Valley's rights and that those rights or remedies will still be available to Crowd Valley.
Crowd Valley shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of god, labor conditions, power failures, and Internet disturbances.
This Agreement, and your relationship with Crowd Valley under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Crowd Valley agree to submit to the exclusive jurisdiction of the courts located within the county of New York, New York to resolve any legal matter arising from this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
Any dispute or claim relating in any way to your use of the Crowd Valley Services, or to any products or services sold or distributed by Crowd Valley will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Crowd Valley at One Market Plaza, Spear Tower, San Francisco, CA 94105, USA. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's rules. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Subject to Section 7.2, we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Agreement will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
Application means an application, product or service developed by or used by any person that utilizes the Crowd Valley Services
Client means you or any user of the Crowd Valley Services or developer or operator of an Application
Content means software (including machine images), data, text, audio, video, or images.
Crowd Valley means Crowd Valley Inc, 1000 N. West St., 1501, City of Wilmington, New Castle County, 19801, United States, and its subsidiaries or affiliates involved in providing the Crowd Valley Services
Crowd Valley Confidential Information means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Crowd Valley Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Crowd Valley Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Crowd Valley Confidential Information.
Crowd Valley Content means Content we or any of our affiliates make available in connection with the Crowd Valley Services or any website maintained or developed by Crowd Valley to allow access to and use of the Crowd Valley Services, including WSDLs; Documentation; sample code; software libraries; command line tools; and other related technology.
Crowd Valley Services means the services Crowd Valley makes available through its websites, including this website, the Crowd Valley API and any other software, product or services offered by Crowd Valley in connection to any of those, including those used by developers in relation to the development of an Application or other users or operators of such an Application for themselves or for any other Client or End User.
Crowd Valley API means application program interface developed by Crowd Valley.
End User means the customer, client or any other persons using the Crowd Valley Services through an Application or otherwise through a Client.
Third Party Content means content made available to you by any third party on the Crowd Valley website or in conjunction with the Crowd Valley Services.
Your Content means Content that you or any End User transfers to us for processing, storage or hosting in connection with your use of the Crowd Valley Services and any computational results that you or any End User derive from the foregoing through their use of the Crowd Valley Services
Crowd Valley does not engage in the offer, sale or transfer of securities and securities may not be offered, sold or transferred via this website. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the Securities Act) or (ii) an available exemption from registration under the Securities Act. Please consult legal counsel in the appropriate jurisdiction before offering, selling or buying securities as registration under the Securities Act or similar state legislation may be required.
Please note that the provision of the information on this website does not create and is not intended to create a relationship between Crowd Valley Inc. and any other person. You are not and should not regard yourself as being a client or customer of Crowd Valley Inc. and must not expect Crowd Valley Inc. to have any duties or responsibilities to you, act for you or your clients, or be responsible for providing protections afforded to customers or yourselves or be responsible for advising you in any respect.