Last updated: October 05, 2023
1. INTRODUCTION
At Crigloo, we have built an omnichannel optimization platform that is super easy to use and yet powerful. Please read these Terms of Use (“Terms”) carefully before using our websites and any online services provided by Crigloo or its affiliates (collectively, “Company”, “we”, or “us” or “our”) that post a link to these Terms (the “Service(s)”). By visiting or otherwise using the Service in any manner, you agree to the then posted Terms and any applicable Additional Terms (defined below), to be bound by them, and that you have read and understood them. You also acknowledge, agree, and consent to our data practices as described in our Privacy Policy posted on the applicable portion of the Service.
These Terms affect your legal rights, responsibilities, and obligations and govern your use of the Services, are legally binding, limit Crigloo’s liability to you, require you to indemnify us, and to settle certain disputes through individual arbitration. If you do not wish to be bound by these Terms and any Additional Terms, do not use the Service.
If you have a disability which prevents you from electronically accessing these Terms and require it to be provided in alternative format (e.g., audio, large print), you can send us a message at info((at))crigloo((dot))com (info@crigloo.com) for assistance.
2. ADDITIONAL TERMS
In some instances, additional or different terms, posted on the Service or contained within an order form for the Services, apply to your use of certain parts of the Service (individually and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, [these Terms] [the Additional Terms] will control unless the Additional Terms expressly state otherwise.
3. OWNERSHIP AND YOUR RIGHTS TO USE THE SERVICE AND CONTENT
a. Ownership.
The Service and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Crigloo, our licensors, and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Service is the property of Crigloo, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition rights and laws to the fullest extent possible. Crigloo owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
Crigloo customers (“Customers”) who use the Services to conduct advertising campaigns retain all right, title, and interest in and to advertising content (“Advertising Content”) input into the Service by Customers and served through marketing channels via the Service.
b. Your Rights to Use the Service and Content.
Your right to use the Service and Content is subject to your strict compliance with these Terms and any Additional Terms. Your right to access and use the Service and the Intellectual Property shall automatically terminate upon any violations of these Terms. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Service and the content is personal to you, you may not assign nor transfer your right; any attempt to do so is void. You may, for your lawful use only (collectively, the following are the “Crigloo Licensed Elements”):
- Use the Service to conduct advertising campaigns, consistent with these Terms and any our Privacy Policy;
- Display, view, use, and play the Content on a computer, mobile, or other internet enabled or permitted device (“Device”), and/or print one copy of the Content (excluding source and object code in raw form or otherwise) as it is displayed to you;
- Subject to any applicable Additional Terms, if the Service includes a “Send to Friend,” social media sharing or similar tool that allows you to initiate and send to one or more of your contacts a communication that includes content, or to post our content to third-party services or your own site or online service, use the Service to do so; provided, however, that you do not do so in any manner that violates applicable law or third-party rights or reflects negatively on us, and only send to recipients you have permission to contact;
- Obtain a registered personal account (and/or related username and password) on the Service and interact with the Service in connection therewith;
- Link to the Service from a website or other online service, so long as: (a) the links only incorporate text, and do not use any Crigloo names, logos, or images; (b) the links and the content on your website do not suggest any affiliation with Crigloo or cause any other confusion; and (c) the links and the content on your website or service do not portray Crigloo or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party or are otherwise objectionable to Crigloo. Crigloo reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third-party; and
- Use any other functionality expressly provided by Crigloo on or through the Service for use by users, subject to these Terms (including, without limitation, functionality to create and/or post Customer Content (as defined below)), and any applicable Additional Terms.
c. Additional Terms for Usage Subscriptions.
Crigloo may provide Customers the opportunity to sign up for a 5-day trial of the Service. To take advantage of the free trial, Customers must provide a credit card number. Customers may cancel the Services within the 5-day trial period without incurring any charges. After the 5-day trial period has lapsed, the cost of the Services will be charged to the credit card account provided by Customer.
Crigloo Customers may purchase monthly and annual subscription plans (the “Subscription Term”). Unless Customer cancels within the subscription term, the Customer’s credit card will be charged for the next subscription term. If Customer cancels a subscription in the middle of the Subscription Term, Customer will have access to the Service for the duration of the Subscription Term. Purchases of usage subscriptions on the Service are nonrefundable, have no monetary value (i.e., are not a cash account or equivalent), and are purchases of only a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to use those items only, even if such came with a durational term (e.g., a monthly subscription). Any attempt to transfer, assign, or otherwise sell or trade such subscription, regardless of manner or method, is null and void. Suspension or termination thereof results in the forfeit of the suspended or terminated subscription, except as may be noted in the applicable Additional Terms. As permitted by law, we are not responsible for repairing or reissuing any credit or refund or any other sum, as a result of our modification of any usage subscriptions, or for loss or damage due to error, or any other reason. In using the Service, you must respect the Intellectual Property and rights of others and Crigloo. Your unauthorized use of Content may violate the rights of others and applicable laws, and may result in your civil and criminal liability.
d. Reservation of all Rights Not Granted as to Content and Service.
These Terms and any applicable Additional Terms include only narrow, limited grants of rights to use and access the Service and Content. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY CRIGLOO AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any Content or the Service for any purpose is prohibited.
e. Third-Party Services.
We are not responsible for third parties or their content, advertisement(s), apps, or sites (“Third-Party Services”). For instance, portions of the Service may be integrated into or linked to third-party sites, platforms, and apps that we do not control. Similarly, we may make ads and third-party content or services, which we also may not control, available to you on or via our Service. This may include the ability to register or sign into our Services using Facebook or other third-party tools, and to post content on third-party sites and services using their plug-ins made available on our Services. Use caution when dealing with third parties and consult their terms of use and privacy policies. We take no responsibility for Third-party Services.
4. CONTENT YOU SUBMIT AND COMMUNITY USAGE RULES
a. User-Generated Content and Advertising Content.
Crigloo may now, or in the future, offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any Third-Party Services or in connection with any of our promotions by any media or manner, or otherwise submit to us (e.g., on our Facebook or other social media pages, in response to our tweets, through a sweepstakes or contest, or by otherwise sending it to us) (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding Crigloo Licensed Elements included therein, “User-Generated Content” or “UGC”). You may submit UGC through your profile, forums, blogs, message boards, social networking environments, content creation and posting tools, gameplay, social communities, contact us tools, email, and other communications functionality. Additionally, the Services permit Customers to upload Advertising Content to the Service and distribute that Advertising Content through various marketing channels. Collectively, UGC and Advertising Content are “Customer Content.” Except to the extent of the rights and license you grant in these Terms and, subject to any applicable Additional Terms, you retain whatever legally cognizable right, title, and interest that you have in your Customer Content.
Except as otherwise described in the Service’s posted Privacy Policy, or any applicable Additional Terms, you agree that: (a) your Customer Content will be treated as non-confidential and non-proprietary by us—regardless of whether you mark them “confidential,” “proprietary,” or the like—and will not be returned; and (b) to the maximum extent not prohibited by applicable law, Crigloo does not assume any obligation of any kind to you or any third-party with respect to your Customer Content. Upon request, you will provide documentation necessary to authenticate rights to such content and verify your compliance with these Terms or any applicable Additional Terms. You acknowledge that the Internet and mobile communications may be insecure and subject to breaches of security; accordingly, you acknowledge and agree that your Customer Content is submitted at your own risk. In your communications with Crigloo, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you submit are deemed Customer Content and licensed to us as set forth herein. In addition, Crigloo retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Crigloo’s receipt of your Unsolicited Ideas and Materials is not an admission by Crigloo of their novelty, priority, or originality, and it does not impair Crigloo’s right to contest existing or future Intellectual Property rights relating to your Unsolicited Ideas and Materials.
Except as otherwise described in any applicable Additional Terms (such as a promotion’s official rules), which specifically govern the submission of your UGC, or in our Privacy Policy, you hereby grant Crigloo, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials; and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Crigloo to your UGC, you also, as permitted by applicable law, hereby grant to Crigloo, and agree to grant to Crigloo, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in these Terms.
Crigloo may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your Customer Content, and Crigloo may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of Customer Content without notice or any liability to you or any third-party in connection with our operation the Service in an appropriate manner, such as to enhance accessibility of Customer Content, address copyright infringement and protect Users from harmful Customer Content. Without limitation, we may, but do not commit to do so, address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such Customer Content submitted by you or others need not be maintained on the Service by us for any period of time, and you will not have the right, once submitted, to access, archive, maintain, change, remove, or otherwise use such Customer Content on the Service or elsewhere, except that California minors have certain rights to have certain content about them that they have themselves posted on the Service prospectively removed from public display as provided for in the Privacy Policy.
Each time you submit any Customer Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside, or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any Customer Content you submit, and that, as to that Customer Content: (a) you are the sole author and owner of the Intellectual Property and other rights to the Customer Content, or you have a lawful right to submit the Customer Content and grant Crigloo the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any Crigloo obligation to obtain consent of any third-party and without creating any obligation or liability of Crigloo; (b) the Customer Content is accurate; (c) the Customer Content does not and, as to Crigloo’s permitted uses and exploitation set forth in these Terms, will not infringe any Intellectual Property or other right of any third-party; and (d) the Customer Content will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person.
Crigloo has no obligation to monitor or enforce your Intellectual Property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including initiating actions in your name and on your behalf (at Crigloo’s cost and expense, to which you hereby consent and irrevocably appoint Crigloo as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
b. Community Usage Rules..
a. Service Use Restrictions.
You agree that you will not: (a) engage in any activities through or in connection with the Service that seek to, attempt to, or do harm to any individuals or entities, or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to Crigloo; (b) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service by any means whatsoever or modify any Service source or object code or any Software or other products, services, or processes accessible through any portion of the Service; (c) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Crigloo, or other users of the Service; (d) interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the Customer Content; (e) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (f) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (g) otherwise violate these Terms or any applicable Additional Terms.
b. Content Use Restrictions
You also agree that, in using the Service, you: (a) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (b) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (c) will keep intact all Trademark, copyright, and other Intellectual Property and other notices contained in such content; (d) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (e) will not make any modifications to such content (other than to the extent of your specifically permitted use of the Crigloo Licensed Elements, if applicable); (f) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of Crigloo or, in the case of content from a licensor, the owner of the content; and (g) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the Service.
c. Availability of Service and Content.
Crigloo, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Service and/or Content (and any elements and features of them), in whole or in part, for any reason, in Crigloo’s sole discretion, and without advance notice or liability.
6. CREATING AN ACCOUNT
We respect the intellectual property rights of others and require that Service users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. We may terminate access for users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.
If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Product or Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to our designated copyright agent at info@crigloo.com.
i. The date of your notification;
ii. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
iii. A description of the copyrighted work claimed to have been infringed;
iv. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
v. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or email address;
vi. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vii. A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
If you believe that your Customer Content that has been removed from the Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your Customer Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
i. Your physical or electronic signature;
ii. A description of the content that has been removed and the location at which the content appeared before it was removed;
iii. A statement that you have a good faith belief that the content was removed as a result of mistake or misidentification of the content; and
iv. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the Western District of Washington, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that we may reinstate the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the user who posted the allegedly infringing content, the content may (in our sole discretion) be reinstated on the Site in ten (10) business days after receipt of the counter-notice
8. NOTICES, QUESTIONS, AND CUSTOMER SERVICE
You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. All legal notices to us must be sent to: 25225 SE 42 nd Dr. Sammamish, WA, 98029: (Attn: General Counsel). If you have a question regarding the Service, you may contact Crigloo Customer Support by sending an email to: info@crigloo.com. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive Terms or applicable Additional Terms.
9. SERVICE SPECIFICATIONS; PRICING; TYPOGRAPHICAL ERRORS
We strive to accurately describe our Services offered; however, we do not warrant that specifications, pricing, or other Content on the Service is complete, accurate, reliable, current, or error-free. As permitted by applicable law, Crigloo shall have the right to refuse or cancel any orders in its sole discretion. Your orders are offers to purchase subject to our acceptance, which we may reject or cancel subject to refund. If we charged your credit or other account prior to rejection or cancellation, we will reissue credit to your account. Additional Terms may apply. If a Service you purchased or accepted from Crigloo is not as described, as permitted by applicable law, your sole remedy is to cancel the purchase and receive a credit for the purchase price.
10. WARRANTY DISCLAIMER
THE SERVICE, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PRODUCT OR SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE PRODUCT OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED FROM THE PRODUCT OR SERVICE.
11. LIMITATION OF DAMAGES; RELEASE
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR CUSTOMER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
12. MODIFICATION OF TERMS OF USE
We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Service from time to time to view any such changes in this agreement. Your continued use of the Service signifies your agreement to our revisions to these Terms. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph), or waiver of our rights hereunder, shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.
13. GENERAL TERMS
If any part of these Terms is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.
You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
14. ARBITRATION AND DISPUTE TERMS
This Privacy Policy is effective as of the date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time, and will post any changes on our Site and Service as soon as they go into effect. By accessing our Site or Service after we make any changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer to this Privacy Policy on a regular basis.
Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Service, the Content, your Customer Content, these Terms, or any applicable Additional Terms, (collectively, “Dispute”) shall be in Seattle, Washington. Each party submits to personal jurisdiction and venue in Seattle, Washington for any and all purposes.
Crigloo and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that Crigloo need not do so in circumstances where its claims of Intellectual Property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”). The party making a claim—whether you or Crigloo—shall send a letter to the other side briefly summarizing the claim and the request for relief. If Crigloo is making a claim, the letter shall be sent, via email, to the email address listed in your Crigloo account, if applicable. If no such information exists, or if such information is not current, then we have no notification or delay obligations under this Section 14(b). If you are making a claim, the letter shall be sent to: 25225 SE 42 nd Dr. Sammamish, WA, 98029: (Attn: General Counsel). If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section 14. Either you or Crigloo, however, may seek provisional remedies (such as preliminary injunctive relief, subject to the terms of this Section 14) before the expiration of this sixty (60) day period.
Unless you give us notice of opt-out within five (5) business days of your first use of the Service, addressed to: 25225 SE 42 nd Dr. Sammamish, WA, 98029: (Attn: General Counsel), all actions or proceedings arising in connection with, touching upon, or relating to any Dispute, or the scope of the provisions of this Section 14, shall be submitted to JAMS (www.jamsadr.com) for final and binding 4876-9944-6811.3 arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000, or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in King County, Washington, before a single arbitrator. If the matter in dispute is between Crigloo and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. We may have the right to pay the JAMS fees if required for arbitration to be enforceable. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates, lawyers, insurance providers, auditors, and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator, or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms waiving or limiting that relief) in a court of competent jurisdiction in King County, Washington or, if sought by Crigloo, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section 14; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the King County Superior Court or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award.
AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, CUSTOMER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY CRIGLOO PARTY (AS DEFINED BELOW) (INCLUDING YOUR LICENSED CUSOTMER CONTENT) OR A LICENSOR OF ANY CRIGLOO PARTY.
These Terms and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against Crigloo or by Crigloo against you pursuant to this Section 14, or otherwise related to the Service, Content, Crigloo Licensed Elements, Customer Content or other Crigloo products or services, will be governed by, construed, and resolved in accordance with, the laws of the state of Washington, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction, unless the applicable laws of your jurisdiction of residence require that the laws of such jurisdiction govern, in which case the laws of such jurisdiction are to govern. This Section 14 shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and Crigloo agree that we intend that this Section 14 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 14 can only be amended by mutual agreement. Either party may seek enforcement of this Section 14 in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim.
As permitted by applicable law, both you and Crigloo waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 14 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.
AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 14, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
The provisions of this Section 14 shall supersede any inconsistent provisions of any prior agreement between the parties. This Section 14 shall remain in full force and effect notwithstanding any termination of your use of the Service or these Terms.
15. OTHER DISPUTE RESOLUTION WHERE ARBIRTATION IS NOT AVAILABLE.
This Section 15 applies if, and only to the extent that, the mandatory laws in your country of residence do not permit arbitration of Disputes in accordance with the prior Section 14, or the parties have not otherwise separately agreed to arbitration, if required by applicable law.
To the fullest extent not prohibited by applicable law, if any controversy, allegation, or claim (including any non-contractual claim) arises out of or relates to the Service, the Content, these Terms, applicable Additional Terms, our privacy practices related to the Service and offers made on and transactions and communications conducted through the Service or to any of Crigloo’s actual or alleged intellectual property rights, or Customer Content (collectively, a “Non-Arbitral Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Non-Arbitral Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists, or if such information is not current, then we have no obligation under this Section 15. Your notice to us must be sent to: 25225 SE 42 nd Dr. Sammamish, WA, 98029: (Attn: General Counsel). Subject to applicable law, for a period of sixty (60) days from the date of receipt of notice from the other party, Crigloo and you will engage in a dialogue in order to attempt to resolve the Non-Arbitral Dispute, though nothing will require either you or Crigloo to resolve the Non-Arbitral Dispute on terms with respect to which you and Crigloo, in each of our sole discretion, are not comfortable.
The parties agree that the state or federal courts in King County, Washington shall have non-exclusive jurisdiction of any Non-Arbitral Dispute, unless otherwise required by applicable laws of your jurisdiction of residence.
To the maximum extent not prohibited by the mandatory laws in your country of residence, these Terms and any Non-Arbitral Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of Washington without regard to its conflicts of law provisions that would apply other law.
The foregoing provisions of this Section 15 will not apply to any legal action taken by Crigloo or you to seek an injunction or other equitable relief in connection with, any potential loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your breach of these Terms of applicable Additional Terms and/or Crigloo’s intellectual property rights (including such Crigloo may claim that may be in dispute), Crigloo’s operations, Customer Content, and/or Crigloo’s Services; provided however, your rights are subject to Waiver of Certain Injunctive or Other Equitable Relief.
16. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, Crigloo and its direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Crigloo Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, Content, Crigloo Licensed Elements, UGC or other Crigloo services, except as set forth below.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, CRIGLOO PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
The Crigloo Parties are not responsible for the performance of any advertising campaign Customer conducts using the Service. To the fullest extent permissible by applicable law, Crigloo disclaims any representations with respect to the performance of any individual advertising campaign conducted using the Service.
17. LIMITATIONS OF LIABILITY
AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY CRIGLOO PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, Content, Crigloo Licensed Elements, Customer Content, or other Crigloo products or services, except, to the extent not waivable under applicable law, for direct damages for personal injury caused by a physical product manufactured, sold or provided by Crigloo. Nothing in these Terms shall operate to exclude or limit our liability for death or personal injury caused by negligence, fraud, or fraudulent concealment; or any other liability which cannot be excluded or limited under applicable law.
The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the Crigloo Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CRIGLOO PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID CRIGLOO IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).
18. UPDATES TO TERMS
It is your responsibility to review the posted Terms and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS, AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR AGREEMENT GOING FORWARD TO THE NEW TERMS FOR YOUR NEW USE AND TRANSACTIONS. Any new Terms or Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You can reject any new, revised, or additional terms by discontinuing use of the Service.
19. GENERAL PROVISIONS
19. GENERAL PROVISIONS
As permitted by applicable law, you agree to, and you hereby, defend (if requested by Crigloo), indemnify, and hold the Crigloo Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Crigloo Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (a) your Customer Content; (b) your use of the Service and your activities in connection with the Service; (c) your breach or alleged breach of these Terms or any applicable Additional Terms; (d) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (e) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (f) any misrepresentation made by you; and (g) the Crigloo Parties’ use of the information that you submit to us (including your Customer Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the Crigloo Parties, in the defense of any Claim and Losses. Notwithstanding the foregoing, the Crigloo Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Crigloo Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Crigloo Party. This Section 19 is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
b. Operation and Availability of the Service; International Issues.
Crigloo controls and operates the Service from the U.S.A. and India, and makes no representation that the Service is appropriate or available for use beyond the U.S.A. or India. If you use the Service from other locations, you are doing so on your own initiative and responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
c. Severability; Interpretation.
If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the applicable Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
d. Investigations; Cooperation with Law Enforcement; Termination; Survival.
As permitted by applicable law, Crigloo reserves the right, without limitation, to: (a) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (b) investigate any suspected breaches of these Terms and any applicable Additional Terms; (c) use any information obtained by Crigloo in accordance with our Privacy Policy in connection with reviewing law enforcement databases or complying with applicable laws and use and/or disclose any information obtained by Crigloo to comply with law enforcement requests or legal requirements; (d) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (e) prosecute violators of these Terms and any applicable Additional Terms; and (f) discontinue the Service, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third-party. Any suspension or termination will not affect your obligations to Crigloo under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Crigloo, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Crigloo in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
e. Assignment.
Crigloo may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Crigloo.
f. Complete Agreement; No Waiver.
These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances, or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms; (a) no failure or delay by you or Crigloo in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy; and (b) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.