CrowdRiff
Terms of SERVICE

Please read the following terms of use (the “Terms”) carefully which govern use of the CrowdRiff platform, CrowdRiff API and the software services (collectively “Services”) made available by CrowdRiff Inc (“CrowdRiff”, “we”, “us”) to subscribers (“Customer(s)”) who have entered into a software-as-a-service order with Crowdriff subject to these Terms (a “SaaS Order”). Together these Terms, the CrowdRiff Privacy Policy, the CrowdRiff Copyright Policy and the SaaS Order entered into by Customer constitute the “Agreement” between Customer and CrowdRiff.

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE WEBSITE OR SERVICES. IF YOU ACCESS OR USE THE SOFTWARE, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS WHICH FORM A LEGAL AGREEMENT BETWEEN YOU AND CROWDRIFF AND ITS SUCCESSORS AND ASSIGNS.

IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

 

  1. SERVICES, LICENSE GRANT AND RESTRICTIONS 

    1.1. About. The Services enable Customer through integration with the CrowdRiff API and use of the CrowdRiff platform to identify relevant content for combination and display on Customer’s website and applications. Such content may be Customer’s own content or third party, user generated content collected from social media sites (“UGC”) or a combination of the same, each as further described in Section 3 below. You are solely responsible for your use of the Services, including use of UGC in accordance with the terms of use of the applicable social media sites, where such content is made available through the Services1.2. API License Grant. If set out in your SaaS Order, and subject to the terms and conditions of this Agreement, CrowdRiff grants to Customer a non-exclusive, non-transferable, limited license: (i) to integrate the CrowdRiff API into Customer’s content management system and/or websites or applications (“Customer CMS”) to enable content curation, organization of digital properties and assets, rights management and publication of UGC and/or Customer Content. The license granted herein is for personal use (if Customer is an individual subscriber) or internal business use (if Customer is a corporate entity).

    1.3. CrowdRiff Platform License Grant. CrowdRiff owns and operates a software platform through which the Services are delivered (the “CrowdRiff Platform”). Subject to the terms and conditions of this Agreement, CrowdRiff grants Customer a non-exclusive, non-transferable license to access and use the features of the CrowdRiff Platform which are part of the subscription plan ordered by Customer in the SaaS Order. Details of specific subscription plans may be found under Products—Platform Tiers on www.crowdriff.com (the “Website”). Each service plan includes hosting and related support services as further described in Section 8.

    1.4. Restrictions. Customer shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Service the CrowdRiff API, CrowdRiff Platform or any component of the same or content, scripts, methodologies, code or other know-how and intellectual property made available by CrowdRiff as part of the CrowdRiff API, CrowdRiff Platform or the Services (collectively “CrowdRiff IP”) available to any third party, unless otherwise permitted by this Agreement. Customer shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the CrowdRiff IP except to the extent expressly agreed upon in writing by Customer or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service or CrowdRiff IP; or (d) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or do the same in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service.

    Customer acknowledges that Customer acquires absolutely no rights or licenses to the Services or the CrowdRiff IP other than the limited right to use the Services and the CrowdRiff IP in accordance with the terms and conditions of this Agreement. All other use is strictly prohibited.

    1.5. Privacy & Security. The information provided to us to create CrowdRiff accounts, as well as certain other information, is subject to CrowdRiff’s Privacy Policy. In addition, please be aware that because of the insecure nature of the Internet, privacy in communications cannot be guaranteed. While reasonable commercial efforts to include security features in the Service to protect the identities and the information transmitted using the Service have been taken by CrowdRiff, the associated risks must be considered before transmitting confidential, personal or other information with the Service. CrowdRiff may at times send emails to one or more email addresses provided by Customer or Customer’s users to CrowdRiff as a part of creating a CrowdRiff account or other associated CrowdRiff services.

    1.6. Service Limitations. CrowdRiff will not be responsible for any lost data due to server crashes or other events outside CrowdRiff’s reasonable control.

  2.  PAYMENT TERMS AND TAXES

    2.1. Payment Terms. In consideration for the receipt of the Services and the licenses and other consideration granted hereunder, Customer shall pay CrowdRiff the properly invoiced and undisputed Fees specified on the SaaS Order. Fees for the Services will be invoiced annually in advance unless otherwise provided on the applicable SaaS Order. Unless otherwise stated, all undisputed payments shall be made to CrowdRiff within thirty (30) calendar days after receipt of the invoice.

    2.2. Invoicing and Payment of Taxes. All charges and fees provided for in this Agreement are exclusive of and do not include any foreign or domestic governmental taxes or charges of any kind imposed by any federal, state, provincial or local government on the transactions contemplated by this Agreement, including without limitation excise, sales, use, property, license, value-added taxes, goods and services, harmonized, franchise, withholding or similar taxes, customs or other import duties or other taxes, tariffs or duties other than taxes that are imposed based on the net income of Customer. Any such taxes that are imposed shall be the sole responsibility of Customer.

    2.3. Overdue Payments. Any undisputed amounts properly due and not paid by the Customer by the due date will accrue late charges each month at the rate of one and a half percent (1.5%.) of the undisputed outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

    2.4. Suspension of Services. If Customer does not pay a properly rendered and undisputed invoice within thirty (30) days of the Customer’s receipt of a written notice from CrowdRiff that the amount is overdue, in addition to any of its other rights or remedies, CrowdRiff reserves the right to suspend the Service provided to Customer, until such amounts are paid in full.

  3. PROPRIETARY RIGHTS, DATA TERMS AND CONFIDENTIALITY.

    3.1. Exclusive Ownership. The Services and the CrowdRiff IP are proprietary to CrowdRiff and its licensors and are protected by copyright and other intellectual property laws. All right, title and interest, including all copyright and other intellectual property rights, in and to the Services and the CrowdRiff IP are owned by CrowdRiff or its licensors. Except for the rights and licenses granted in this Agreement, Customer acknowledges and agrees that any and all intellectual property rights to or arising from the software and technology used to provide the Website and the Services are and shall remain the exclusive property of CrowdRiff and its licensors. Nothing in this Agreement is intended to transfer any such IP rights to, or to vest any such intellectual property rights in, Customer. Customer is only entitled to the limited use of the intellectual property rights granted to Customer in this Agreement. Customer will not take any action to jeopardize, limit or interfere with CrowdRiff’s intellectual property rights. Any unauthorized use of CrowdRiff ‘s intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.

    3.2. Customer Content. As between Customer and CrowdRiff, Customer own and retain ownership of customer content Customer provides, stores and processes through the Services (“Customer Content”). Customer hereby grant CrowdRiff a worldwide, royalty-free, and non-exclusive license during the term of Customer’s subscription to access Customer Content in order to: (i) provide the Services, including storing, hosting and management of such content; and (ii) to create Pattern Data. “Pattern Data” means non-personally identifiable information, data and reports derived from or compiled through the Service, including but not limited to demographics data, mobility patterns, location data and trend data such as aggregated data and statistics indicating frequency of use and popularity of the Services. For greater certainty, Pattern Data is data that does not identify a specific customer or its end users and is data which does not relate to a specific customer’s business (including data relating to a specific customer’s locations that receive the Services). Pattern Data will be owned by CrowdRiff and may be used for a variety of purposes including to improve CrowdRiff’s products and the Services. Together Sections 3.2(i) and (ii) constitute the “Content License”). Customer understand that CrowdRiff, in performing the required technical steps to provide the Services, may (a) transmit or distribute Customer Content over various public or private networks and in various media; and (b) make such changes to Customer Content as are necessary to conform and adapt that Customer Content to the technical requirements of connecting networks, devices, Services or media. Customer confirm and warrant to CrowdRiff that Customer have all the rights, power and authority necessary to grant the above Content License and that use of the Content in the manner contemplated will not breach the rights of any third party.

    Customer Content. Customer is responsible for any and all Customer Content and its use of UGC and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising Customer Content to be made available to CrowdRiff for CrowdRiff to transmit, host and store. For greater certainty, Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the SaaS Service and notify CrowdRiff promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Services.

    3.3. UGC. All third party photographs, images, materials, descriptions, content, videos, audio files, text files, information, code, or other content, trademarks, intellectual property, handles or other data (“UGC”) that is accessed by Customer through use of the CrowdRiff API and CrowdRiff Platform shall be retained by the applicable third party rights holder and subject to the rights of such third party and any applicable third party terms and conditions (e.g. Facebook, Twitter, Instagram) governing the use or access to such UGC. Customer acknowledges that Crowdriff must abide by the applicable rules and regulations of the social networks from which UGC is pulled through those networks and accordingly, use and availability of content from third party social networks is subject to change at any time based on the permissions granted to CrowdRiff. Customer acknowledges and agrees that Customer shall be solely liable for the clearance and use of any such UGC in connection with Customer’s business and CMS including without limitation, any copyrights, trademarks, right of privacy or publicity or other rights and compliance with any applicable third party terms and conditions. Furthermore, Customer will be responsible for passing through all restrictions on access and use of UGC to Customer’s site users.

    3.4. Content Disclaimers. Customer understands that the inclusion and availability of UGC through the Services does not imply CrowdRiff’s endorsement of such content nor does CrowdRiff make any claims regarding the accuracy or legality of any UGC or Customer Content.

    3.5. Privacy Responsibilities. Customer shall be solely responsible for compliance with applicable data protection and privacy laws in its collection, use and storage of any personally identifiable information via Customer’s CMS or other properties.

    3.6. Suggestions. CrowdRiff shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services.

  4. CONFIDENTIALITY

    4.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Customer Content, the Software, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

    4.2. Obligations. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

    4.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

    4.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

  5. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY.

    5.1. Representations and Warranties by Each Party. Each party represents, warrants to the other party that: (i) it is an entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has all requisite power and authority and approvals to execute, deliver and perform its obligations under this Agreement; (iii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; and (iv) it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and business-like manner.

    5.2. CrowdRiff Warranties. CrowdRiff represents and warrants to Customer that during the Term it will provide the Services in a workman like, professional manner, at the time of delivery there are no known viruses or destructive code in the Crowdriff API or CrowdRiff Platform and the CrowdRiff IP does not, to CrowdRiff’s knowledge, infringe any third party intellectual property rights.

    5.3. Customer Warranties. Customer represents and warrants that: (a) Customer has all rights necessary to provide CrowdRiff with the Content License for use in accordance with the terms of this Agreement; and (b) CrowdRiff’s use of the Customer Content in accordance with the terms of this Agreement will not violate the rights of any third party; and (c) Customer’s use of UGC will not violate any applicable laws, rules or regulations, including without limitation any intellectual property, privacy and/or publicity rights and that if Customer Content is subject to third party proprietary rights, Customer has all necessary licenses, rights, consents and permissions to publish the Customer Content including permission from any persons appearing in Customer Content. Furthermore, Customer represents and warrants that Customer will use the Services and the CrowdRiff IP for lawful purposes only and in a manner consistent with all applicable local, provincial, state, national or international laws, rules and regulations including all intellectual property laws applicable to Customer Content and use of UGC. CrowdRiff’s Copyright Policy can be found here: www.crowdriff.com/copyright.

    5.4. Release. Customer hereby releases, discharges and agrees to hold CrowdRiff, and any person acting on its behalf, harmless from any liability related in any way to Customer’s use or distribution of Customer Content and UGC.

    5.5. DISCLAIMER OF IMPLIED WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE CROWDRIFF IP ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, AND CROWDRIFF, ITS LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY OR THAT THE SERVICES AND THE SOFTWARE ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES, ARE ACCURATE, OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED OR THAT THE SERVICES AND THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CROWDRIFF IS NOT RESPONSIBLE FOR ANY ERRORS IN THE CONTENT DELIVERED USING THE CROWDRIFF IP OR SERVICES. CUSTOMER ACKNOWLEDGES THAT CROWDRIFF HAS NO CONTROL OVER UGC OR THIRD PARTY SITES. THE USE OR PERFORMANCE OF THE SERVICES OR UGC IS AT CUSTOMER’S OWN RISK AND AT THE RISK OF ANY USERS.

  6. TERM AND TERMINATION

    6.1. Services Period and Renewals. Subscriptions are for periods of time selected at the time Customer creates an account with CrowdRiff as specified on the SaaS Order. Subscriptions will auto-renew at the end of the then current term unless or until Customer’s subscription is terminated pursuant to Sections 6.2 or 6.3 below or either party requests termination at least thirty (30) days prior to the end of the then-current term (“Term“).

    6.2. Termination for Cause. Either party may also terminate this Agreement upon thirty (30) days’ notice (or immediately on written notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

    6.3. Effect of Termination. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. After the data retrieval period, Customer shall not access the CrowdRiff Platform or continue to make calls to the CrowdRiff API.

    6.4. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  7. CHANGES TO SOFTWARE, SERVICES AND AGREEMENT

    7.1. Updates to Agreement. CrowdRiff reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website and/or providing a copy of this Agreement to Customer’s account by email. The revised Agreement shall become effective within ten (10) business days of such publication or provision to Customer, unless Customer expressly accept the revised Agreement earlier by clicking on the accept button. Customer’s express acceptance or Customer’s continued use of the Services after expiry of the notice period of ten (10) business days (being weekdays excluding any statutory holidays in Ontario), shall constitute Customer’s acceptance to be bound by the terms and conditions of the revised Agreement.

    7.2. Changes to CrowdRiff Technology. CrowdRiff may alter, update or upgrade the CrowdRiff Platform, CrowdRiff API, and other components from time to time. Updates and upgrades to core framework and plug-ins will be processed automatically.

    7.3. Changes to Services. CrowdRiff may change the Services and/or other aspect of any of the Services at any time upon reasonable notice to Customer by posting the change on the Website, sending notice via an email to the email address Customer provide on registration, a message on Customer’s invoice, in writing, or any other notice method likely to come to Customer’s attention. Customer’s continued access to and use of the Services after the change has come into effect constitutes Customer’s acceptance of the change and Customer acknowledge and agree that (i) Customer will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) Customer will continue to be responsible to pay for the Services unless Customer terminate in accordance with Section 6.2 above.

    7.4. Changes to Fees. CrowdRiff may change the fees for the Services from time to time which fee change will take effect from the next billing cycle.

  8. SUPPORT AND MAINTENANCE

    8.1. Technical Support. CrowdRiff will provide basic support for the Services and will (i) use commercially reasonable efforts to make the Services available during the hours specified except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond CrowdRiff ‘s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving CrowdRiff employees), or Internet Services provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.

    8.2. Maintenance Services. CrowdRiff will provide updates and upgrades to the technology underlying the CrowdRiff Platform from time to time to provide new features and improvements, bug fixes and error corrections which will be available across the CrowdRiff Platform and the CrowdRiff API.

    8.3. Professional Services. One-off consulting and professional services may be requested and agreed with CrowdRiff, including customized features and assistance with custom-website builds. All professional services shall be defined in a statement of work. If any work product or deliverables are generated through the provision of Professional Services under this Agreement (“Deliverables“), the parties will determine ownership of such Deliverables in the SaaS Order executed for the professional services. Notwithstanding the generality of the foregoing, any enhancements, modifications or other customizations to the CrowdRiff technology will be owned by and vest in CrowdRiff exclusively including all title and interest in and to all Deliverables including the benefit of all copyrights, trademarks, patents, trade secrets or other intellectual property rights pertaining thereto.

  9. LIABILITY PROVISIONS

    9.1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CROWDRIFF NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (WHETHER ARISING FROM THIS AGREEMENT, RELATED TO THE SOFTWARE, OR TO ANY SERVICES PROVIDED TO CUSTOMER BY CROWDRIFF (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS)) FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF CROWDRIFF (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT SHALL CROWDRIFF ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT THE AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE INCIDENT.

    9.2. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF CROWDRIFF (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO ANY SERVICES PROVIDED TO CUSTOMER BY CROWDRIFF (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) IN RELATION TO THE SERVICES, EXCEED THE FEES PAID BY CUSTOMER TO CROWDRIFF FOR THE SERVICES COMPONENT GIVING RISE TO THE CLAIM.

    9.3. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER CROWDRIFF NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. CUSTOMER’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO IMMEDIATELY CEASE USE OF SUCH SERVICES.

  10. INDEMNIFICATION.

    10.1.  Customer Indemnity. Customer agrees on demand to indemnify, defend and hold CrowdRiff, its affiliates and CrowdRiff personnel harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Customer’s (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) misuse of the Services including commercialization or use of UGC outside the permissions granted by the social network for such content.

  11. GENERAL TERMS

    11.1. Independent Contractors. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither party shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

    11.2. Prohibited Use. Use of the Services is unauthorized in any jurisdiction where the Services or any of the Content may violate any laws or regulations. Customer agrees not to access or use the Services in such jurisdictions. Customer agrees that Customer are responsible for compliance with all applicable laws or regulations. Any contravention of this provision (or any provision of this Agreement) is entirely at Customer’s own risk.

    11.3. Force Majeure. Except for each party’s obligations to pay money, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials.

    11.4. Logos. CrowdRiff may refer to Customer in CrowdRiff ’s customer list and may use Customer’s corporate name and logo for this purpose. For the avoidance of doubt, CrowdRiff will not use Customer’s name, logo, any other trademark or trade-name of Customer’s for any other purposes without Customer’s prior consent.

    11.5. Severability & Waiver. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement. If CrowdRiff does not take action against all breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

    11.6. Assignment. Customer is not allowed to assign this Agreement or any rights hereunder without the prior written consent of CrowdRiff, such consent not to be unreasonably withheld. CrowdRiff is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

    11.7. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Customer’s current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Ontario, Canada. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

    11.8. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between Customer and CrowdRiff with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

Last Updated: October 21, 2016