AGENT CRATE INC.
– Agent Crate Inc., a company governed under the laws of Florida and having its registered address at 10906 Sheldon Road STE A, Tampa, Florida 33626 and its affiliates (hereinafter collectively referred to as “Agent Crate” “us,” “we” or “our”) and
– each real estate agent, broker, user, entity or visitor (hereinafter referred to as “you” or “your”) (i) accessing Agent Crate’s website located at https://www.agentcrate.com or any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”), and/or (ii) using the Services (as defined under Section 2.1 of these Terms) via the Website.
You and Agent Crate shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read these Terms carefully before using the Website and Services. Your access to the Website and your use of the Services (defined below) is conditioned upon your acceptance of and compliance with these Terms.
1. ACCEPTANCE AND MODIFICATION OF THESE TERMS
1.1 By accessing the Website and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing the Website and Services.
1.2 Your continued use of the Website and Services shall be deemed to constitute your acceptance of these Terms.
1.3 Agent Crate reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You acknowledge that supplemental terms and conditions or other documents/policies may also be posted by Agent Crate on the Website from time to time, and are expressly incorporated into these Terms by reference. You shall therefore be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services following the posting of any changes to these Terms shall be subject to the newly modified Terms.
1.4 Pre-Existing Users. All users who have subscribed to the Services prior to the Effective Date of these Terms, acknowledge and agree, that any and all modifications of the pre-existing terms and conditions shall continue to be applicable and effective, unless stated otherwise, for only a period of thirty (30) calendar days after the posting of these Terms. After which, these Terms shall prevail over the pre-existing terms and conditions and apply accordingly.
2. THE SERVICES
2.1 Agent Crate provides you, through the Website, with:
2.1.1 a standard service which provides you with access to social media and marketing content which includes but is not limited to access to our design studio (includes real estate marketing templates, logos, business cards, social media posts, personal flyers, property flyers, and door hangers), customizable videos, landing pages, and pre-made blogs.
2.1.2 an automated social media posting service, via a third-party publishing platform/server which allows Agent Crate to select and post content to your social media feed/account (including Facebook and Instagram), thus enabling automatic posting. These terms of this service are as follows:
(i) we may automate five (5) posts per week to one (1) Facebook business page and three (3) posts per week to one (1) Instagram business page, in accordance with your selected Subscription Plan (defined below), and
(ii) depending on your choice of Subscription Plan (defined below), Agent Crate may post a variety of unbranded real estate related creative images, graphics, videos, articles, captions, and/or links to industry-specific articles,
2.1.3 a hosted website service, whereby Agent Crate shall provide you with ONE (1) pre-designed base template selected from Agent Crate’s template designs to assist you in creating, building, developing, customizing, editing, publishing, and maintaining a real estate website (“Customized Hosted Website”). You acknowledge and agree that in making use of Agent Crate’s hosted website service, the Customized Hosted Website for your real estate business will be hosted via a third-party platform/server provider of Agent Crate’s choosing,
(collectively the “Service(s)”).
2.2 You acknowledge that Agent Crate may (i) make necessary unscheduled changes, updates, or enhancements to the Services at any time; (ii) suspend or discontinue any or all of the Services; and/or (iii) add or remove any functionalities or features to/from the Services, at Agent Crate’s sole discretion and at any time, without notice, for any or no reason, and without liability to you or any third-party.
2.3 Nothing contained in these Terms shall be construed as a warranty, either express or implied, on the part of Agent Crate that (a) the Services shall yield a particular outcome or otherwise be successful or meet your goals, time lines or budgets, or (b) the outcome of the Services will be commercially exploitable in any respect.
2.4 Automated Social Media Posting Service. The following terms and conditions shall apply to your use of the automated social media posting service:
(i) You expressly authorize Agent Crate and our third-party partners, to auto post real estate-related social graphic, infographics, captions, videos and/or articles on your social media account(s)/feed(s) (including without limitation Facebook™, Instagram™ or other social media platforms) as part of the provision of the Services. You agree and acknowledge that you shall not be able to preview, hold, delay or delete any posts that have been scheduled by Agent Crate to be posted on your social media feed/account on your behalf.
(ii) You acknowledge and agree that you shall not be permitted to review, edit, or otherwise modify any posts published by Agent Crate prior to posting.
(iii) You acknowledge and agree that Agent Crate is not affiliated with Facebook™ or Instagram™.
(iv) In order to be able to automate posts on your social media feed/account, Agent Crate shall send you email instructions on how to link your social media business page(s) to the applicable third-party social media platform. Any delay or refusal in your linking your social media business page(s) to the third-party social media platform shall not constitute a default or non-performance on Agent Crate’s part. Agent Crate shall not provide you with a refund in the event that you (a) neglect/fail to link your social media business page(s) to the third-party media platform, or (b) neglect to reconnect your social media business page(s) as a result of being disconnected or required to meet the third-party social media platform’s reauthorization requirements.
2.5 Hosted Website Service. The following terms and conditions shall apply when you use the hosted website service:
(i) Ownership of the Customized Hosted Website. The Customized Hosted Website (including both the design and underlying code) and any variations thereof shall remain the sole and exclusive property of Agent Crate both during the term of your hosted website service Subscription Plan and upon your or Agent Crate’s termination of your subscription for this Service. You acknowledge, understand and agree that you shall not own or obtain any rights to the Customized Hosted Website. You agree to secure all copyright and any other appropriate licenses, clearance or consents where required for Content (defined below) to be incorporated by Agent Crave into the Customized Hosted Website.
(ii) Hosting of the Hosted Website. The Customized Hosted Website shall only be hosted on Agent Crate’s servers or third-party platform/servers. As such, you acknowledge, understand and agree that:
(a) The Customized Hosted Website will be created on and integrated into a third-party hosting platform, and any attempt by you to migrate or otherwise transfer any such Customized Hosted Website to another hosting provider shall constitute a violation of these Terms.
(b) the third-party hosting platform may schedule regular maintenance of the server(s) which may affect the availability of the Customized Hosted Website, from time to time. Such maintenance is necessary for the smooth running of the Customized Hosted Website.
(c) Agent Crate may use third-party materials/technology and/or third-party hosting partners to provide you with the Services. You therefore agree to indemnify, defend, and hold Agent Crate and its affiliates (if any), licensors and vendors, harmless from any and all loss, cost, liability, and expense arising from or related to any and all hosting errors or downtime caused by the third-party materials/technology and/or third-party hosting partners.
(d) Agent Crate shall not monitor the content on the Customized Hosted Website. You shall be solely responsible for editing, modifying and adding Content to the Customized Hosted Website. You agree to not include on the Customized Hosted Website any content that infringes any third-party’s intellectual property and therefore to indemnify and hold Agent Crate harmless in that regard.
(e) the managed website hosting service shall be limited to four hundred megabytes (400Mb) of storage space for text, documents and pictures.
(f) You shall be solely responsible for scheduling, maintaining and retaining any backup of the Customized Hosted Website. However, you acknowledge that such backup shall not be transferable outside our third-party platform/servers, and only the previous version of the Customized Hosted Website shall be restored if a backup was made.
(iii) Setup of the Customized Hosted Website. Upon your payment of the hosted website service Subscription Plan, Agent Crate shall send you, via email, the link to the selected managed website template, which shall enable you to edit, modify and manage the Customized Hosted Website. Furthermore:
(a) The hosted website service subscription plan shall not include an Internet data exchange service (the “IDX Solution”). As such, you shall be responsible for registering for the IDX Solution with a third-party provider. You may either setup the IDX Solution yourself or you may provide Agent Crave with the required activation key in order for Agent Crave to setup the IDX Solution on your behalf with such setup including a one-time installation of ONE (1) IDX Solution results page and one search area. The cost for the IDX Solution shall be borne by you solely. Agent Crate shall not be held liable for any issues directly stemming from the IDX Solution (including but not limited to server outages, MLS revocations, or other issues not directly arising from any fault of Agent Crate). You shall also be solely responsible for the cancellation of the IDX Solution which you obtained from a third-party provider.
(b) You shall be solely responsible for any and all modifications made to the Customized Hosted Website, including but not limited to text sections, photos, real estate agent logo, brokerage logo, contact information, and legal disclaimers.
(c) You shall be solely responsible for publishing any and all real estate related blogs on the Customized Hosted Website.
(d) You shall designate the domain name for the Customized Hosted Website (“Domain Name”). You shall (1) be solely responsible for purchasing and registering a Domain Name for the Customized Hosted Website, (2) delegate Agent Crate as a technical contact for the Domain Name during the term of the hosted website service Subscription Plan and provide Agent Crate with delegate access or other access credentials, and (3) be solely responsible for pointing the domain DNS record to the IP address of your Customized Hosted Website. Should you require assistance in setting up the latter, Agent Crate may provide you with a one-time courtesy of assisting you with pointing the domain DNS record to the IP address of your Customized Hosted Website. All other similar requests for such assistance by Agent Crate to you may carry an additional charge.
(e) In the event that your hosted website service Subscription Plan becomes inactive due to overdue fees, Agent Crate reserves the right to unpublish the live Customized Hosted Website, in its sole discretion.
(f) Should you request the cancellation of the Customized Hosted Website or in the event that you stop paying for your hosted website service Subscription Plan, the Customized Hosted Website may remain available to you (though there is no guarantee) for a limited period of time, as determined by Agent Crate in its sole discretion, after which the Customized Hosted Website will be deleted by Agent Crate. The payment, by you to Agent Crate, of a reactivation fee, any overdue payments and of the new Subscription Plan fee may be required by Agent Crate to reactivate your User Account.
(g) If your hosted website service Subscription Plan is cancelled (whether at your request or at Agent Crate’s discretion), it may cause or result in the loss of certain content, data and/or features, or affect the capacity of the Customized Hosted Website, including any domain name reservation or registration which was included with such Services (“Capacity Loss”). Agent Crate shall not be (1) liable to you or any third-party for such Capacity Loss, and (2) responsible for backing up the Customized Hosted Website.
(h) You acknowledge, understand and agree that Agent Crate only provides the Services to you. As such, you shall only utilize the Services on Agent Crate’s or our third-party’s servers and within our infrastructure.
(i) Agent Crate does not guarantee the Customized Hosted Website’s placement on any and all search engines.
(j) You acknowledge that you will have the OPTION to add paid applications or free trial applications that charge you a monthly/weekly/annual fee upon the expiry of the free trial, to your Customized Hosted Website. Should you elect to make use of any paid applications on your Customized Hosted Website, you acknowledge and agree further that Agent Crate shall charge you an additional fee for the use of such paid applications.
(iv) Compliance with the Americans with Disabilities Act. You shall be solely responsible for ensuring that the Customized Hosted Website complies with the Americans with Disabilities Act of 1990 (“ADA”). As such, we do not guarantee that the pre-designed base template we provide to you to create and develop the Customized Hosted Website will be ADA-complaint. Therefore, you agree to defend and hold Agent Crate harmless from any expense or liability arising from the Customized Hosted Website being non-compliant with the ADA.
(v) Storage and Security. You shall be solely responsible for maintaining the Customized Hosted Website and all Content including by implementing measures to: (a) prevent any loss or damage to the Customized Hosted Website and Content; (b) create backup versions/copies of the Customized Hosted Website, Content and within the hosted third party platform; and (c) ensure the security, confidentiality and integrity of the Customized Hosted Website and Content transmitted through or stored on Agent Crate’s or our third-party’s servers. As such we shall not be liable to you for any and all loss, damage or destruction of the Customized Hosted Website and/or Content.
2.6 Electronic Submissions. Your use of the Services includes the ability for you to electronically submit certain Content (defined below) to Agent Crate. You hereby acknowledge and agree that by continuing to submit Content (defined below) electronically to Agent Crate, this shall constitute your agreement to (i) pay for such Services, and (ii) be bound by any policies and notices of cancellation that Agent Crate may send to or share with you. You shall be solely responsible for retaining the required hardware and software in order for you to access and retain copies of any transactions that you make to Agent Crate electronically.
2.7 Availability of Website, Services and Customized Hosted Website. Agent Crate makes no representation that the Website and/or Services and/or Customized Hosted Website is/are appropriate or available in your jurisdiction. The use of the Services, access to the Website and Customized Hosted Website is not intended for any individual or entity located/residing in a jurisdiction where access to the Website, Customized Hosted Website and use of the Services would be contrary to applicable law. Therefore, any person and/or entity accessing the Website, Customized Hosted Website and using the Services from any jurisdiction where access to and use of the Website, Customized Hosted Website and Services is contrary to applicable law, shall (i) do so at their own risk, and (ii) be solely responsible for complying with local laws.
3. SUPPORT SERVICES
Agent Crate may provide reasonable support services to you, via email, during the business hours of 9 a.m. to 5 p.m. Monday to Friday, aimed at addressing any queries and technical issues you may experience in using the Services. We also provide you with a self-service option in which the solutions to frequently-asked-questions (FAQ) have been documented on the Website for your ease of reference.
4. REGISTRATION, PASSWORD AND SECURITY OF LOGIN CREDENTIALS
4.1 In order to use the Services, you must first register with us through our online registration process, by providing all required information which shall include but not be limited to your full name, email address and payment details. An account shall thereafter be opened by Agent Crate, in its sole discretion, for you on the Website (“User Account”). Each User Account may only be registered and used by one (1) registered user or individual. You may not access any third-party’s account or authorize any third-party to access your User Account and use the Services on your behalf. You acknowledge and agree that Agent Crate may, in its sole discretion, deny you access to its Website and/or Services for any reason or no reason at all.
4.2 You agree to (i) provide true, accurate, current and complete information about yourself as prompted by Agent Crate’s registration process on the Website; and (ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.
4.3 If you provide any information to Agent Crate that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Agent Crate may close your User Account on the Website and deny you the ability to access and use the Services.
4.4 You may indicate, during the registration process, to Agent Crate your choice of User Account’s username and password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify Agent Crate immediately of any unauthorized use of your User Account or any other breach of security. Agent Crate shall not be liable for any loss that you may incur as a result of any third-party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Agent Crate due to any third-party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (i) use the User Account of another user registered on the Website without the express permission of such User Account holder, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the Website.
4.5 Agent Crate reserves the right to remove, reclaim or modify the username you have selected as your Login Credentials if we determine in our sole discretion, that such username is obscene, otherwise objectionable, or infringes upon a third-party’s intellectual property right.
4.6 You acknowledge that your User account is for your sole personal and/or business use. You acknowledge and agree to use the Services solely for your commercial benefit and for your immediate and personal real estate business interest(s). However, you may not offer, sell, resell, redistribute, rent, lease, or otherwise provide the Services, copies of, and/or derivative works thereof to any third party for commercial/monetary gain; or customize the Services for a third party’s personal and/or commercial use.
4.7 You agree to not use the Services in any manner which would compete with the business interests of Agent Crate, including but not limited to providing third parties with internet-based real-estate marketing services.
4.8 You agree to receiving certain marketing communications, from time to time, from Agent Crate as it pertains to the Services we provide on the Website.
5. SUBSCRIPTION PLANS AND FEES
5.1 Your use of the Services shall be billed on a recurring and periodic basis. Agent Crate currently offers you three (3) subscription plans on the Website, namely the standard plan, social media plan and website plan which shall enable you to use selected Services (“Subscription Plan(s)”). Each Subscription Plan shall include restrictions and requirements that outline the features of the Subscription Plan and the applicable fee. The features of each Subscription Plan shall be further detailed on the Website.
5.2 You will be billed on a recurring and periodic basis (“Billing Cycle”). Billing Cycles may be set on a monthly, bi-annually or yearly basis.
5.3 At the end of each Billing Cycle, your selected Subscription Plan will automatically renew under the exact same conditions unless (i) you cancel your respective Subscription Plan from your User Account’s dashboard, or (ii) Agent Crate cancels the Subscription Plan in accordance with these Terms.
5.4 A valid credit card payment method is required to process the payment of your selected paid Subscription Plan. Agent Crate will process your payment via our third-party payment processor, namely Stripe or PayPal. When you subscribe to a paid Subscription Plan, you shall provide Agent Crate with your full name, postal code, telephone number, and credit card details. By submitting such payment information, you automatically authorize Agent Crate to charge all Subscription Plan fees to such credit card on a recurring monthly/bi-annual/annual basis, until cancellation of the Subscription Plan or until the termination/suspension of these Terms as further provided herein under Section 19 (Suspension, Termination and Cancellation of Subscription Plan), for (i) the applicable Subscription Plan fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.
5.5 You shall be responsible for providing us with true, current, complete and accurate billing and contact information and for notifying us of any changes to such information. However, Agent Crate acknowledges that in certain instances your credit card provider may automatically update your credit card details on stripe, should your chosen payment method expire or a new credit card be issued.
5.6 You warrant that you are authorized to use your respective chosen credit card as a payment method.
5.7 You acknowledge and agree that the fees for your selected paid Subscription Plan shall be (i) quoted and payable in United States Dollars (USD); (ii) payable on time; and (iii) strictly non-refundable.
5.8 If Agent Crate does not receive payment from your verified payment method on the due date and your chosen payment method is unable to retry such payment, you shall immediately pay all amounts due to Agent Crate upon request. Should Agent Crate be unable to collect all such outstanding amounts, Agent Crate may in its sole discretion close and cancel your User Account and access to the Services without any notice to you.
5.9 Agent Crate may in its sole discretion and at any time, modify the Subscription Plan fees. Any Subscription Plan fee change will become effective at the end of the then-current Billing Cycle. Agent Crate shall provide you with reasonable prior notice of at least thirty (30) days prior to any change in Subscription Plan fees to give you the opportunity to terminate your Subscription Plan before such change becomes effective. Your continued use of the Services after the Subscription Plan fee change has come into effect shall constitute your agreement to pay the modified Subscription Plan fee amount.
5.10 You acknowledge that (i) your Subscription Plan shall automatically renew; and (ii) Agent Crate shall not be obligated to notify you of your Subscription Plan automatic renewal prior to its renewal date. You shall therefore be responsible for ensuring that you cancel your Subscription Plan prior to the automatic renewal of your selected Subscription Plan.
5.11 You agree to notify Agent Crate of any billing queries and/or errors within thirty (30) calendar days after receipt of your respective invoice. Should you not notify Agent Crate of any billing queries and/or errors within such time period, this absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors following the expiration of such thirty (30) calendar day period. You acknowledge and understand that Agent Crate reserves the right to correct any errors in the Subscription Plan fees for which Agent Crate had previously requested or received payment.
5.12 Agent Crate does not guarantee that the Subscription Plan offered on the Website will be offered indefinitely and reserves the right to change the Subscription Plan fees and to alter the features and options associated with any particular Subscription Plan.
5.13 You acknowledge and agree that Agent Crate may, from time to time, add additional features or functionalities to the Services. As such, your access to and use of any additional features and functionalities to the Services may require the payment of additional fees by you.
5.14 Taxes. Unless stated otherwise on the Website or these Terms, all fees due for your use of and access to the Website, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). You shall be responsible for the payment of any and all Taxes (except those based on Agent Crate’s income) associated with the purchase of the Services on the Website. You hereby indemnify and hold Agent Crate harmless from the payment or otherwise of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If Agent Crate is under a legal obligation to pay or collect Taxes for which you are responsible under this Section 5.14, the applicable amount shall be invoiced to and paid by you unless you provide Agent Crate with a valid tax exemption certificate from the applicable taxing authority.
6. CANCELLATION AND REFUND POLICY
6.1 You may cancel your Subscription Plan at any time and for any or no reason via your User Account portal at www.agentcrate.com/account or by emailing us at firstname.lastname@example.org. Upon your request to cancel your Subscription Plan you will continue to have access to the Website and the Services you subscribed to for a limited period as determined by Agent Crate in its sole discretion. However, you acknowledge and understand that the cancelation of your monthly subscription for the automated social media posting service and the monthly hosted website service, shall be terminated and discontinued immediately upon Agent Crate processing such cancellation request.
6.2 Cancellation requests received after business hours, will be processed the following business day. All cancellation requests sent via email may take up to one (1) business day to process.
6.3 Agent Crate will continue to bill your payment method until receipt of your cancellation request, providing that all outstanding Subscription Plan fees have been paid to Agent Crate by you in full. If there are any outstanding Subscription Plan fees due to us, at the time of your cancellation request, Agent Crate reserves the right to continue to bill your payment method to recuperate such outstanding Subscription Plan fees.
6.4 You acknowledge that upon termination of these Terms or upon cancellation of your Subscription Plan, you may not be able to access or retrieve Content from the Website anymore. Following the termination of these Terms or the cancellation of your Subscription Plan, unless prohibited by applicable laws, Agent Crate may delete or erase any and all Content in its sole discretion. Except as provided in this Section 6.4, Agent Crate shall have no obligation to continue to store or permit you to retrieve any Content following the termination of these Terms or the cancellation of your Subscription Plan.
6.5 Refund Policy. You acknowledge, understand and agree that due to the digital nature of Agent Crate’s Services, we have a no refund policy. Furthermore, you acknowledge that no refunds or credit will be issued by Agent Crate for any unused portions of a Subscription Plan term.
7. ACCEPTABLE USE OF THE WEBSITE
7.1 You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Agent Crate’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; (b) incites, encourages or threatens immediate physical harm against another, including but not limited to, content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; and (c) contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.
7.2 When accessing the Website, you shall be prohibited from:
(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website and Services;
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Website’s infrastructure;
(iii) copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without Agent Crate’s prior written consent;
(iv) accessing, tampering with, or use non-public areas of the Website and/or Services, Agent Crate’s computer systems and/or our third-party providers’ technical delivery systems;
(v) probing, scanning, or testing the vulnerability of any of Agent Crate’s system or network or breach or circumvent any of Agent Crate’s security or authentication protocols;
(vi) accessing, searching or attempting to access or search the Website and/or Services by any means other than through Agent Crate’s currently available/published interfaces that are provided by Agent Crate, unless you have been specifically allowed to do so under a separate agreement with Agent Crate;
(vii) reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website and/or Services or any tool therein;
(viii) attempting to access any area of the Website to which access is not authorized;
(ix) using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
(x) conducting any systematic or automated data collection activities on or in relation to the Website, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Agent Crate’s prior written consent;
(xi) using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website;
(xii) using the Website to transmit or send unsolicited commercial and marketing communications for any purpose, without Agent Crate’s prior written consent;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation;
(xiv) disrupting Agent Crate’s computer networks/systems or interfering with any user’s access to the Website including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Website;
(xv) uploading, posting, emailing, transmitting, or otherwise offering any content that you personally have no right to pursuant to any law or any contractual or fiduciary relationship between you and a third-party;
(xvi) uploading, posting, emailing, transmitting, or otherwise offering any content that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
(xvii) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real-time interactions on the Website;
(xviii) intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
(xix) impersonating any other individual or entity, selling your profile, providing false or misleading identification, payment or address information, or invading the privacy, or violating the personal or proprietary right, of any individual or entity;
(xx) selling or otherwise transferring your User Account profile; and/or
8. CONTENT AND FEEDBACK
8.1 Some of the features of the Services, may allow you to view, post, publish, share, store, submit or manage certain content, information, text, graphics, discussions or any other material which may be contained in your User Account (“Content”) on the Website. You shall be responsible for the Content that you post to the Website, Services and/or your User Account, including for its legality, reliability, and appropriateness.
8.2 You represent and warrant that:
(v) the Content belongs to you (i.e., you own it) or that you have the right to use it (e.g. as licensee) and grant Agent Crate the rights and (sub-)license as granted by you under Section 10.3 of these Terms, and
(ii) the posting Content on or through the Website does not violate (a) Agent Crate’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights, and/or (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of Agent Crate or of any third-party.
8.3 You acknowledge and agree that the submission Content to Agent Crate is entirely voluntary, and does not obligate Agent Crate to treat Content as confidential or secret. As such, Agent Crate has no obligation, either express or implied, to develop or use Content, and no compensation shall be due to you or to any third-party for any intentional or unintentional use by Agent Crate of any and all Content via the Website and Services.
8.4 Agent Crate shall own exclusive rights (including all intellectual property and other proprietary rights) to any Content that is posted via the Website and Services. Therefore, Agent Crate shall be entitled to the unrestricted use and dissemination Content for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
8.5 Agent Crate reserves the right to block or remove Content which Agent Crate determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Agent Crate’s Intellectual Property Rights (defined below) or of any third-party’s intellectual property rights; (iv) in violation of applicable laws and regulations; or (iv) threatening, offensive or otherwise unacceptable to Agent Crate in its sole and exclusive discretion. Agent Crate acknowledges that, by providing you with the ability to view and distribute user-generated content through the Website, Agent Crate is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any Content, activity or transaction posted/conducted on the Website and through your use of the Services.
8.6 Back-Up. Although Agent Crate performs regular routine backups of data, you are solely responsible for keeping a copy of any and all Content you submit to Agent Crate via the Website and Services, as well as any and all data or information sent or received by you while accessing and using the Website and Services. Agent Crate shall not be held liable if any Content is lost, destroyed, corrupted and/or misplaced.
8.7 By sending Agent Crate any ideas, suggestions, comments, documents, proposals or other information (“Feedback”), you agree that (i) your Feedback will not contain any confidential or proprietary information belonging to any third-party(ies), (ii) Agent Crate shall be under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) Agent Crate may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) you grant Agent Crate an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, and you irrevocably waive, and cause to be waived, against Agent Crate and its vendors and users any claims and assertions of any moral rights contained in such Feedback.
9. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that your access to the Website and your use of the Services:
(i) will be in accordance with these Terms;
(ii) will comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);
(iii) will not be for any unlawful purposes;
(iv) will not entail, imply or give rise to the publication of any illegal content;
(v) will not further any illegal activities;
(vi) will not infringe upon or misappropriate any of Agent Crate’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;
(vii) will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and
(viii) will not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.
You also represent and warrant, if you are accessing the Website or using the Services on behalf of an organization/company, that you have the authority to bind the organization/company to these Terms.
10. INTELLECTUAL PROPERTY
10.1 All content, trademarks, logos and names, data, software, information or information contained in any materials, or documents used by Agent Crate in relation to the Website and Services, including, but not limited to, any and all copyrighted works, databases, text, tools, source code, functionality, website designs, audio, videos, text, photographs, graphics, designs, page headers, button icons, scripts, service names, software, technology, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information, templates and agreements (“Materials”), are the sole and exclusive property of or are licensed to Agent Crate. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Agent Crate’s prior written permission.
10.2 Any and all intellectual property rights in the Materials, Website, Customized Hosted Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Agent Crates’ Intellectual Property Right(s)”), vests solely and exclusively in Agent Crate, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Agent Crate to you are reserved by Agent Crate. Save as expressly set out herein, you shall not acquire any right, title or interest in Agent Crate’s Intellectual Property Rights.
10.3 Intellectual Property Rights to Your Content. Agent Crate does not claim ownership of the Content you supply to Agent Crate. You retain sole copyright ownership and any other rights you may rightfully hold in any Content that you submit through the Services (“User’s Submitted Content”). By submitting Content to Agent Crate, you agree to hold Agent Crate harmless from and against all claims, liabilities and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. You hereby grant Agent Crate a worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, reproduce, distribute, prepare derivative works of, combine with other works, and display User’s Submitted Content, free of charge, in relation to your use of the Services on the Website, to the extent necessary for Agent Crate to (i) exercise Agent Crates’ rights under these Terms, and (ii) perform Agent Crate’s obligations under these Terms.
11. DISCLAIMER OF WARRANTIES
11.1 Unless otherwise provided under these Terms, the Website and Services shall be provided by Agent Crate to you “as is,” and “as available” with all faults, defects, bugs, and errors.
11.2 AGENT CRATE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITE INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
11.3 AGENT CRATE AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND SERVICES FOR ANY PURPOSE. AGENT CRATE AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
11.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
11.5 NEITHER AGENT CRATE NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION MADE AVAILABLE ON THE WEBSITE AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
11.6 AGENT CRATE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) ANY DEFECTS ON THE WEBSITE AND /OR SERVICES WILL BE CORRECTED, OR (IV) THE WEBSITE AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
11.7 ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE AND SERVICES ARE ACCESSED BY YOU AT YOUR OWN RISK, AND AGENT CRATE SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, SHARING, UPDATING, MANAGEMENT, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION.
11.8 YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT AGENT CRATE AND ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED THIRD-PARTY WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. AS SUCH, AGENT CRATE AND ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS SHALL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER.
12.1 You agree to indemnify and hold harmless Agent Crate and its subsidiaries, agents, licensors, managers, vendors, suppliers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any liability, demand, damages, cost, losses, or expenses arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); (iii) your infringement of Agent Crate’s Intellectual Property Rights; (iv) Content that you submitted to Agent Crate for use in order for Agent Crate to provide you with the Services; and/or (v) your violation of any applicable law, rule or regulation. Agent Crate shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of Agent Crate. “Negligence” shall mean gross negligence or intentional misconduct.
12.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
13. LIMITATION OF LIABILITY
13.1 AGENT CRATE, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF AGENT CRATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 WHILE AGENT CRATE TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, AGENT CRATE AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.
13.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AGENT CRATE’S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO AGENT CRATE FOR THE SERVICES IN THE PREVIOUS THREE (3) MONTHS PRIOR TO THE DATE OF THE CLAIM.
13.4 CERTAIN STATE 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. IF YOU ARE A CALIFORNIAN RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
15. MONITORING OF THE WEBSITE AND SERVICES
15.1 You acknowledge and agree that Agent Crate may:
(ii) report your actions to law enforcement authorities and/or take legal action against you for any violation of these Terms;
(iii) refuse, deny, disable (to the extent technologically feasible) and restrict your access to any Content which is (a) in breach of these Terms, (b) in breach of any applicable laws, or (c) excessive in size or burdensome, without prior notice to you; or
(iv) monitor the Website and Services in order to (a) protect Agent Crate’s rights, (b) protect third parties’ rights and property, or (c) facilitate the proper functioning of the Website and Services.
15.2 You acknowledge that there are potential risks (e.g. physical harm, etc.) in sharing/communicating information with third parties (e.g. who may be acting under false pretenses). As such, Agent Crate recommends that you carefully select the information you post on the Website and that you share with third parties. We further recommend that you do not publicly post your full name, telephone numbers, street addresses or other personal information that identifies you or allows other third parties to locate you or steal your identity. As such, you shall assume all risks associated with interacting with other users or third parties with whom you come in to contact through the Website and Services.
15.3 Agent Crate reserves the right to take the appropriate legal action against any individual or entity who/which, in Agent Crate’s sole discretion, violates these Terms, including without limitation, by reporting such individual and/or entity to law enforcement authorities.
16. INFRINGEMENT OF COPYRIGHT
Agent Crate may, in its sole discretion, close your User’s Account and terminate your access to the Website and/or use of the Services, if it is established that you infringed on any third-party’s intellectual property rights. As per the Digital Millennium Copyright Act, you may submit a written notice to Agent Crate at email@example.com if any Content, the Website or Services infringes upon the copyrights of any third-party.
17. THIRD-PARTY LINKS
17.1 The Website and/or Services may contain links to (i) third-party applications which you may download, install and use with the Services, and (ii) third-party websites, advertisers, services, special offers, events or activities. Such links to third-party websites or resources are provided only as a convenience. If you click on such links, you may leave the Website and/or Services. You acknowledge and agree that Agent Crate shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Website and/or Services contain links to such third websites or resources does not imply any endorsement by Agent Crate of such third-party websites or resources or of the third-party content, products, or services available on such third-party websites or resources.
17.2 Your communications, interactions or business transactions/dealings with any third-party organizations/companies and/or individuals (including contractors and other users) found on or through the Website and/or the Services, including any such third-party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of goods or services), shall be solely between you and such third-party except as may be otherwise stated herein. You acknowledge and agree that Agent Crate shall not be (i) a party to any such business transactions/dealings you may enter into with such third parties, and (ii) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third-party or users found through (a) the Website and/or (b) your use of the Services.
18. AGE RESTRICTION
You must be at least 18 years of age to create a User Account (defined below) on the Website and to use the Services. If you are younger than 18, but above the required legal age for consent to use online services in the jurisdiction where you live (i.e., 13 years in the USA) we encourage you to invite a parent or legal guardian to assist you in registering your User Account on the Website and using the Services. If you are below the legal age of consent to use online services, you cannot create a User Account or use the Services. Should Agent Crate discover that you have violated any provision under this Section 18, Agent Crate may immediately terminate your User Account in its sole discretion.
19. SUSPENSION AND TERMINATION
19.1 Agent Crate may suspend or temporarily disable your access to all or part of the Website, User Account, or Services if (i) Agent Crate suspects you of partaking in any illegal activity; (ii) Agent Crate reasonably believes that you have violated these Terms; or (iii) requested by law enforcement authorities or other government agencies. If Agent Crate suspends or terminated your User Account for any reason, you may be prohibited from registering and creating a new user account under your name, under a fake or borrowed name, or under the name of any third-party, even if you may be acting on behalf of such third-party.
19.2 If Agent Crate breaches any of its obligations under these Terms, you may cancel your Subscription Plan and close your User Account. Upon your cancellation of your Subscription Plan and thereby terminating these Terms and closing your User Account, Agent Crate may (i) block your access to all of the Website, (ii) block your use of the Services, (iii) delete all Content held under your User Account, (iv) disable your User Account, and (iv) delete all of your data in your User Account, including but not limited to your full name, address, contact information, email address and password.
19.3 You acknowledge and agree that in order to protect the integrity of the Website and Services, Agent Crate reserves the right at any time, in its sole discretion, to block users, identified with certain internet protocol (“IP”) addresses, from accessing the Website and using the Services, if Agent Crate determines in its sole discretion that such owners of certain IP addresses pose a threat/risk to Agent Crate.
19.3 WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, AGENT CRATE RESERVES THE RIGHT TO, IN AGENT CRATE’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY TO YOU, (I) DENY YOU ACCESS TO THE WEBSITE AND SERVICES FOR ANY REASON OR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR THE BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS, OR OF ANY APPLICABLE LAW OR REGULATION, AND (II) TERMINATE YOUR ACCESS TO OR USE OF THE WEBSITE AND SERVICES, DELETE YOUR USER ACCOUNT AND RELATED CONTENT THAT YOU HAVE POSTED AT ANY TIME.
19.5 YOU UNDERSTAND THAT CERTAIN JURISDICTIONS HAVE LAWS, RULES AND/OR REGULATIONS WHICH ALLOW YOU TO TERMINATE THESE TERMS, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME, PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY FOLLOWING THE DATE OF YOUR SUBSCRIPTION TO THE SERVICES. SHOULD YOU RESIDE IN A JURISDICTION WHICH PERMITS SUCH CANCELLATION OF YOUR SUBSCRIPTION, YOU MAY CANCEL THE SERVICES YOU HAVE SUBSCRIBED TO BY EITHER EMAILING AGENT CRATE’S CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS OR VIA YOUR USER ACCOUNT’S SETTINGS.
20. COMPLIANCE WITH LAWS
Each Party shall (i) comply with all laws applicable to the Services, (ii) keep records evidencing such compliance, (iii) upon the other Party’s reasonable request, provide these records of compliance to the other Party, and (iv) notify the other Party if it became aware of any non-compliance by the other Party in relation to these Terms.
21. DISPUTE RESOLUTION
21.1 Should any dispute arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then (without prejudice to any other express or implied rights or powers) the dispute or claim (“Dispute”) shall be resolved as follows:
(i) A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless it has complied with this Section 21.1;
(ii) A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute;
(iii) In the event of a Dispute between the Parties hereto, arising out of the use of the Website or Services; or in any way relating to these Terms, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to an arbitrator selected by mutual agreement of the Parties. In the event that, within thirty (30) days of the written notice referred to in the preceding sentence, a single arbitrator has not been selected by mutual agreement of the Parties, a panel of arbitrators (with each Party to the dispute being entitled to select one arbitrator and, if necessary, to prevent the possibility of deadlock, one additional arbitrator being selected by such arbitrators selected by the Parties to the Dispute) shall be selected by the Parties. Except as otherwise provided herein or as the Parties to the dispute may otherwise agree, such arbitration will be conducted in accordance with the then existing rules of the American Arbitration Association in Hillsborough, Florida, USA. The decision of the arbitrator or arbitrators, or of a majority thereof, as the case may be, made in writing will be final and binding upon the Parties hereto as to the questions submitted, and the Parties will abide by and comply with such decision; provided, however, the arbitrator or arbitrators, as the case may be, shall not be empowered to award punitive damages. Unless the decision of the arbitrator or arbitrators, as the case may be, provides for a different allocation of costs and expenses determined by the arbitrators to be equitable under the circumstances, the prevailing Party in any arbitration will be entitled to recover all reasonable fees (including but not limited to attorneys’ fees) and expenses incurred by it or them in connection with such arbitration from the non-prevailing Party.
21.2 You acknowledge and agree that if any dispute shall arise between you or any third-party, you shall be solely responsible for the actions and/or steps you take to resolve such dispute. You agree that Agent Crate shall not be liable for any dispute that arises between you and any third-party.
22. GOVERNING LAW AND JURISDICTION
These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of Florida (USA). The Parties irrevocably submit to the exclusive jurisdiction of the American Arbitration Association in Florida, USA to settle any disputes which may arise out of or in connection with these Terms. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms. In no event shall any claim, action or proceeding, in relation to your access and use of the Website and/or Services be instituted by you against Agent Crate more than one (1) year after the cause of action arose.
23. GENERAL PROVISIONS
23.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third-party’s products or services, even if such products or services are similar to the Services provided by Agent Crate on the Website.
23.2 Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.
23.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.
23.4 No Third-Party Beneficiaries. These Terms are not intended to and shall not be construed to give any third-party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any term, agreement or provision contained herein or contemplated hereby.
23.5 No Assignment. You shall not assign or otherwise transfer your rights under these Terms, without the prior written consent of Agent Crate. Any attempt to make such an assignment without Agent Crate’s consent shall be void. Agent Crate’s consent shall not be unreasonably withheld.
However, these Terms shall be binding upon and inure to the benefit of Agent Crate, its affiliates, or any corporation or other entity to which Agent Crate may (i) transfer all or substantially all its assets and business, and (ii) assign these Terms, in which case references to “Agent Crate” as used herein shall mean such affiliate, corporation or other entity.
23.6 Subcontracting. Agent Crate reserves the right to assign the delivery/performance of the Services to one or more of its subcontractors at any time in its sole discretion. Agent Crate and its subcontractors shall make every effort to provide the Services in accordance with any timelines/deadlines as agreed between you and Agent Crate, provided, however, that you shall submit all required information in relation to such Services to Agent Crate on time.
23.7 No Agency, Partnership, Employment or Independent Contractor Status. You acknowledge that Agent Crate is merely a service provider. Accordingly, there is no employment, agency, joint venture, partnership or independent contractor relationship between you and Agent Crate.
Agent Crate does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment or independent contractor relationship (whether between Agent Crate and you, or between you and a third-party), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.
23.8 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given by you will be effective only if it is in writing and sent by registered mail, courier or via email to firstname.lastname@example.org. Any notices provided to you by Agent Crate shall be sent to the email address you provided us with during the registration process, or to such other address as each Party may specify from time to time. Notices shall be deemed to be given on the next business day after the email was sent, unless the Party sending such notice is notified that the email address is invalid.
23.9 Entire Agreement. These Terms represent the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely express the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
24. CONTACT INFORMATION
Should you have any questions concerning these Terms and/or any issues or concerns about the Websites and/or Services you may contact Agent Crate at email@example.com.
Effective Date: February 4, 2021
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