Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for the Website or use the Company Services.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE.
2. Purchases; Payments
Company bills you through an online billing account for purchases of products and/or services. You agree to pay Company all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by Company. Company may change prices at any time. All payments shall be in U.S. dollars.
3. Monthly Subscriptions. Your Agent Crate Inc. Monthly Subscription is for 30 days from the date of sign-up (“Monthly Term”). Upon the expiration of each monthly term, the monthly Subscription shall automatically renew for successive monthly periods (“Monthly Renewal Term”) unless you cancel your Subscription or we are required to terminate it. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time), to use the Agent Crate Inc. service. We will bill each monthly Subscription fee to your Payment Method at the beginning of each Monthly Renewal Term with the first Subscription fee payment occurring upon the date of sign-up. To avoid a charge to your Payment Method for a Monthly Renewal Term, you must cancel your Subscription before the renewal date of the Subscription.
4. Semi-Annual or Annual Subscriptions. Your Agent Crate Inc. Semi-Annual or Annual Subscription is for either six (6) months or one (1) year from the date of sign-up (“Semi Annual” or “Annual Term”). Upon the expiration of each Semi-Annual or Annual Term, the Subscription shall automatically renew for successive Semi-Annual or Annual Terms (“Annual Renewal Term”) unless you cancel your Subscription or we are required to terminate it prior to the renewal date. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time) to use the Agent Crate Inc. We will bill each Semi- Annual or Annual Subscription fee to your Payment Method at the beginning of each Semi-Annual or Annual Renewal Term with the first Subscription fee payment occurring at sign-up. To avoid a charge to your Payment Method for a Semi-Annual or Annual Renewal Term, you must cancel your Subscription before the renewal date of the Subscription.
You may not receive a notice from us that your monthly or annual Subscription is up for renewal prior to your renewal date. It is your responsibility to cancel your Subscription before your renewal if you wish to cancel. Please refer to Cancellation section below for instructions. We will continue to bill your Payment Method on a monthly, multi-month or annual basis per the terms of your current subscription for your Subscription fee until you cancel.
5. Recurring Billing. By starting your Agent Crate Inc. Subscription and providing or designating a Payment Method, you authorize us to charge you the Subscription fee at the current rate, and any other charges you may incur in connection with your use of the Agent Crate Inc. service to your Payment Method. Subscription Fees are fully earned upon payment.
6. Price Changes. We reserve the right to adjust our Monthly, Semi-Annual or Annual Subscription Fee in any manner and at any time as we may determine in our sole and absolute discretion that shall be communicated to you before the next Monthly, Semi-Annual or Annual Renewal Term and shall take effect during such subsequent term
7. Payment Methods. You may edit your Payment Method information by visiting our website and clicking on the “My Account” link, available at the bottom of your “Dashboard” page of the Agent Crate Inc. website once logged in. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see Cancellation below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.
8. Refund Policy. SUBSCRIPTION FEE PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following a cancellation of a Monthly, Semi-Annual or Annual Subscription, NO REFUNDS WILL BE ISSUED, however, you will continue to have access to the service through the end of your Subscription term.
9. Cancellation Policy. You may cancel your Agent Crate Inc. Subscription at any time, and you will continue to have access to the Agent Crate Inc. service through the end of your Subscription Term. You will not receive a notice from us about the automatic renewal date of your Subscription term. Cancellation requests received after business hours, will be processed the following business day. We will continue to bill your Payment Method until you cancel provided that all outstanding Subscription fees have been paid in full. If there are any outstanding Subscription fees at the time you cancel, then we will continue to bill your payment method for such fees.
How to Cancel: For members who paid via credit card, click the “My Account” link at the bottom of www.agentcrate.com, login, then click Subscriptions, and you can manage your account from there. Or, Agent Crate can manually cancel your subscription if you email firstname.lastname@example.org
For members who used PAYPAL as your payment method, you will need to manage your subscription directly from within your Paypal account. Or, Agent Crate can manually cancel your subscription if you email email@example.com
For users with automated social media management subscriptions or Managed Website Subscriptions, Please email firstname.lastname@example.org to cancel your subscription
10. User Representations. Regarding Your Registration
By using the Company Services, you represent and warrant that:
A. all registration information you submit is truthful and accurate;
B. you will maintain the accuracy of such information;
C. you will keep your password confidential and will be responsible for all use of your password and account;
D. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and
E. your use of the Company Services does not violate any applicable law or regulation.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).
We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user’s actual name.
11. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Services (“Submissions”) provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
12. Prohibited Activities. You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:
A. attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website
B. attempting to impersonate another user or person or using the username of another user
C. criminal or tortious activity
D. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website
E. deleting the copyright or other proprietary rights notice from any Website content
F. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools
G. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software
H. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you
I. interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website
J. making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses
K. selling or otherwise transferring your profile
L. systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company
M. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords
N. using any information obtained from the Website in order to harass, abuse, or harm another person
O. using the Company Services as part of any effort to compete with Company or to provide services as a service bureau
P. using the Website in a manner inconsistent with any and all applicable laws and regulations
13. Examples or Testimonials. Any testimonials or examples shown through Company’s Website are only examples of what may be possible. There can be no assurance as to any particular outcome based on the use of the Service. You acknowledge that the Company has not and does not make any representations as to the future result that may be derived as a consequence of use of the Service.
14. Social Media Automated Posting Service (Monthly Recurring Subscription): Agent Crate Inc. offers an automated social media posting service for users who purchase a Subscription plan which includes automated social media management service. The following outlines the additional terms for this particular product:
I. This social media management Subscription will include the following deliverables: Five (5) posts per week to ONE (1) Facebook Business Page using a variety of unbranded real estate related creative images, videos, articles, and/or links to industry related articles.
II. Posting on your behalf: You expressly authorize us, and our third party partners, to post Content as determined by Agent Crate on your social media feeds (including without limitation Facebook, or other social media platforms) in connection with the Service. You agree and acknowledge that you will not be able to hold or delay or delete any scheduled posts of Company Content.
III. You shall not have any right to review, edit, or otherwise modify any Company Content. Company is in no way affiliated with Facebook.
IV. Agent Crate shall send User an email invitation to link their social media business page to our social media management platform. Any delay in the user linking their account, shall not constitute a default on Agent Crate’s part.
V. It is understood that social media posting by Agent Crate on behalf of the user can not occur, until the user authorizes and successfully completes the steps to link the account. No refund will be given in the event the user neglects to link the social media account.
VI. Please note, any delay or refusal in the user linking their social media account to our automated posting platform, , will not constitute non-performance by Agent Crate. It is understood that social media posting by Agent Crate on behalf of the user can not occur, until the user authorizes and successfully completes the steps to link the account. No refund will be given in the event the user neglects to link the social media account.
15. Website Development & Hosting Subscription: Agent Crate offers a website development, hosting, leasing and maintenance subscription hereinafter known as the “Managed Website” for the Client. The Company’s product is a template based, semi customized website configured through WordPress and hosted on Company’s third party servers. The following outlines the additional terms for this particular product:
a) Managed Web Site Ownership: The Managed web site (including both the design and underlying code) and any variations thereof shall remain the sole property of the Company both during the term of the customer’s Managed Website subscription, upon termination of the subscription and thereafter. The Client will not obtain any rights to the Managed web site over time, nor upon the termination of this Agreement or thereafter. Ownership of the Managed web site shall not include any logos, designs or graphics provided by the Client direct to the Company for incorporation into the Managed web site.
b) Service & Hosting :
I. The Managed Website will be hosted with a third party hosting company engaged by the Company. Managed websites shall only be hosted within our Company’s servers. The customer is not entitled to transfer a customized website to another hosting provider
II. Where a third party hosting company is used the company may schedule regular maintenance of the server or servers and this may affect the hosting and availability of the Managed web site. Such maintenance is necessary for the smooth running of the web site. Where possible such maintenance will be carried out when the web site is not busy.
III. The Company may use third-party features and/or hosting partners to provide technology required to run the Service. You agree to indemnify, defend, and hold harmless the Company and its suppliers from any and all loss, cost, liability, and expense arising from or related to Your data, Your use of the Service, or Your violation of these terms. The company will not be liable for hosting errors caused by the hosting company or downtime experienced by the hosting company.
IV. We do not monitor the content of our Customer’s websites. However, you agree not to include in your customized website any content that infringes the intellectual property of anyone, including but not limited to copyrighted text, copyrighted images, and trademarks. Hosting includes 400Mb (megabytes) of storage space for text, documents and pictures.
V. Company will ensure a minimum of 1 website and database backup per month.
c) Initial Setup & Deliverables:
I. Upon payment of the Initial Fee, Company shall set up and modify the Managed website for the Customer as per the specifications in the Website Setup Form. After initial customization is complete and the site has been moved to the Customer’s primary domain, the Customer shall be given login credentials for blog posting purposes only. The customer will not have any administrative access to the website. Our company reserves the right to restrict and control the use of, and application of any 3rd party plugins or products in use on the network.
II. Managed Website will be created exactly as shown in the live demo’s displayed by the company – in the template chosen by customer and modified per the specification in the Initial Website Setup Form found on Agentcrate.com; The company agrees to integrate the Company’s chosen 3rd party Internet Data Exchange Service provider (the “IDX Solution”) into the customized website. It is the responsibility of the Customer to submit the required information to the company for the setup of the IDX solution; or the Company will not be able to activate the IDX portion until customer has completed the necessary required for authorizing IDX.
III. Modifications/Customizations by Company for customer are limited to text sections, agent photo, agent logo, brokerage logo, contact information, and legal disclaimers.
IV. Company will publish 1 real estate related blog post per week to the customers Managed Website once the site is live.
V. The Company agrees to work with the Customer for ONE (1) round of revisions without incurring any additional fees during development of the Managed website. If the scope of the project changes, or work has to be ‘re-done’ (as in the case of a logo change, brokerage change, or in more general terms, a substantial modification to the original agreed upon scope of the project), the Company reserves the right to charge additional fees for labor incurred as a result.
VI. After the Managed Website is live, the customer may request 1 permitted revision per month via the Revision Request Form located on agentcrate.com. Revisions are limited to text changes, contact info changes, and agent or brokerage image changes.
d) Internet Data Exchange (IDX): The company agrees to integrate the Company’s chosen 3rd party Internet Data Exchange Service provider (the “IDX Solution”) into the customized website. It is the responsibility of the Customer to review the information provided to the company for the setup of the IDX solution to ensure full compatibility with “The Customer’s” objectives within the customized website, including any and all functionalities. The Company 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 resulting from fault of The Company).
e) Domain Name: The Managed Website shall have the domain name designated by you (the “Domain Name”). You shall purchase and register the Domain Name. You shall delegate Agent Crate Inc. as a technical contact for the Domain Name during the term of the Managed Website subscription.
f) Cancellations of Managed Website Subscriptions: We DO NOT pre or post-date cancellation requests for Managed Websites. Your site will be turned off on the same day we receive the request, if received during normal business hours, otherwise the shut off will occur on the next business day. We DO NOT prorate our monthly fees. Once a payment has been made, no refunds will be given. Please keep this in mind when choosing the date you would like to cancel.
In the event of a failed payment, your account status will be changed to “Past Due Status” for up to 15 days as a courtesy for you to pay your past due balance. Should an account remain past due for more than 15 days, Agent Crate will cancel the users Managed Website subscription
g) Reactivation of Cancelled Accounts: We do not guarantee that your website will be available for reactivation anytime after you have requested cancellation or stopped payment on your account. Once you have requested cancellation or stopped payment on your account, your website may be available for reactivation for a limited time; though there is no guarantee. A Reactivation Fee, any past due payments, and a new subscription, may be required to reactivate any account.
Please Note: Once an account is cancelled, you will no longer have access to your website and your website will be deactivated.
h) Loss of Data, Content and Capacity. If your Managed Website Subscription is cancelled (whether at your request or at Agent Crate’s discretion), it may cause or result in the loss of certain content, features, or capacity of your Website, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Agent Crate Inc. shall not be liable in any way for such Capacity Loss, or for saving a backup of your Website.
i) Intellectual Property Rights of Managed Websites:
I. The Company shall retain all intellectual property rights in the website, including all copyrights, under all circumstances including the termination of this Agreement by either party. You will not copy, imitate, modify, alter, amend or use any of the intellectual property without our prior written consent. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Company to the User, nor grant any right or license other than those stated in this Agreement.
II. The Client grants to the Company for the term of the Managed Website Subscription a non-exclusive, revocable, royalty-free licence to use its name, logos, trade marks or devices (“Intellectual Property”) for the purposes of creating the Project web site.
III. The Client undertakes to secure all copyright and any other appropriate licenses, clearance or consents where required for the content and materials to be incorporated into the Project web site by the Developer.
j) Disclaimers and Warranties: The Company makes no representation or warranty that the Service or other information provided, regardless of its source, are accurate, complete, reliable, current or error-free. The Company disclaims all liability for any inaccuracy, error or incompleteness in the Service. The Service and any third-party software and services are provided “as is,” with no warranties whatsoever. The Company and such third parties expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights and any warranties regarding the security, reliability, timeliness, and performance of the software or service and such third party software or services.You acknowledge that You will keep a backup copy of any content You submit to the Company to be incorporated to the website and the Company will not be held liable should content be lost.
You shall not submit any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. COMPANY ONLY PROVIDES A SERVICE TO ITS CUSTOMERS. ALL SOFTWARE, INFORMATION, CONTENT, MATERIAL, FILE, DATABASE, ARCHIVE, TECHNIQUE, PROGRAMS OR ANY OTHER TOOL OR DATA DEVELOPED AND USED FOR THE CREATION AND/OR USAGE OF THE CUSTOMIZED WEBSITE SERVICES AND HOSTING SERVICE OR SERVICES BELONGS SOLELY TO THE COMPANY, AND IT SHALL NOT BE TRANSFERRED TO CUSTOMERS. CUSTOMERS CAN ONLY UTILIZE THE SERVICES OF THE COMPANY IN COMPANY’S SERVERS AND WITHIN THE COMPANY’S INFRASTRUCTURE. COMPANY DOES NOT GUARANTEE CUSTOMER’S WEBSITE PLACEMENT ON SEARCH ENGINES.
16. Assignment Of Work: Agent Crate Inc. reserves the right to assign the Work to other designers or subcontractors from time to time in its sole discretion to ensure quality and on-time completion of services. Agent Crate Inc. will make every effort to meet agreed upon due dates, provided, however, the User’s failure to submit required information or materials may cause delays in site updates and/or marketing campaigns.
17. Limitation of Liability
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICES. ADDITIONALLY, AGENTFIRE.COM CORP, LLC IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL COMPANY CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION.
18. Release And Indemnity: The User hereby releases, indemnifies and holds harmless Agent Crate Inc. against any and all claims, damages, liabilities, complaints, promises (express or implied), lost profits, breach of contract, tort, or violation of copyright, trademark, trade dress, service mark, brand names or other rights to intellectual or artistic property associated with the Content, this Agreement or the
19. Intellectual Property Rights
The content on the Website WWW.AGENTCRATE.COM (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the United States and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
Company Content on the Website is provided to you “AS IS” for your information and personal or editorial use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks.
20, Third Party Websites and Content
The Website contains (or you may be sent through the Website or the Company Services) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
21. Site Management
Company reserves the right but does not have the obligation to:
A. monitor the Website for violations of this Agreement;
B. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
C. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;
D. in Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
E. otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.
23. Term and Termination
This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.
In order to protect the integrity of the Website and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Company Services.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, EMAIL CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.
I. Governing Law; Jurisdiction.This Agreement and all aspects of the Website and Company Services shall be governed by and construed in accordance with the internal laws of the State/Commonwealth of Florida, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in United States County, State of Florida, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website or Company Services be instituted more than two (2) years after the cause of action arose.
II. Informal Resolution.To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
III. Binding Arbitration. If you and Company are unable to resolve a Dispute through informal negotiations, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States County, State of Florida. Except as otherwise provided in this Agreement, you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
IV. Restrictions.You and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
V. Exceptions to Informal Negotiations and Arbitration.You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Company agree to submit to the personal jurisdiction of that court.
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
Company cannot control the nature of all of the content available on the Website. By operating the Website, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
28. Limitations of liability
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.
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 CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “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.”
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.
31. User data
Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.
32. Electronic contracting
Your use of the Company Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company’s reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and Company as a result of this Agreement or use of the Website and Company Services. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
34. Contact us
In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.
AGENT CRATE INC.