IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE THE SERVICES. IF YOU ACCESS OR USE THE SERVICES, YOU WILL BE ACCEPTING THESE TERMS, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS 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 THESE TERMS IS DULY AUTHORIZED TO ACCEPT THESE TERMS ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THESE TERMS AND PERFORM ITS OBLIGATIONS HEREUNDER.
1. Grant of License. CrowdRiff hereby grants Network Partner a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely as a member of the partner network of the customer who has invited Network Partner to participate in its network (the “Network Owner”). For clarity, Network Partner’s license to access and use the Services will be subject at all times to the discretion of the Network Owner and will be limited to those features set out in the applicable SaaS Order between CrowdRiff and the Network Owner. Without limiting any other rights or remedies CrowdRiff may have, such license may be suspended or terminated at any time upon request of the Network Owner.
2. Restrictions. Network Partner shall use the Services solely as contemplated in these Terms and subject at all times to any and all restrictions contained in the agreement between CrowdRiff and Network Owner, as such agreement may be amended from time to time (the “Network Owner Agreement”). It is Network Partner’s responsibility to familiarize itself with the terms and conditions of the Network Owner Agreement and to comply with the terms, conditions, restrictions, disclaimers and limitations therein, all of which are deemed incorporated in these Terms by reference, mutatis mutandis. Network Partner is solely responsible for understanding the settings and controls for each of the Services and for controlling who becomes an individual authorized user of Network Partner. For clarity, all use by any authorized user will be deemed to be a direct use by Network Partner.
4. Service Limitations. CrowdRiff will not be responsible for any lost data due to server crashes or other events outside CrowdRiff’s reasonable control.
5. License to Network Partner Stories. Network Partner hereby grants to CrowdRiff a non-exclusive, worldwide, perpetual, irrevocable, royalty free license to use, reproduce, modify, distribute, make available, electronically transmit and make derivative works from (and to license others to do the same), in whole or in part, any Stories that Network Partner provides, creates, stores, processes or uploads through the Services (“Network Partner Stories”): (i) for the purpose of enabling CrowdRiff to perform its obligations under the Network Owner Agreement; (ii) for CrowdRiff’s internal product development and research purposes; or (iii) for any other commercial or business purpose.
6. Network Partner Representations, Warranties and Covenants. Network Partner represents, warrants and covenants that: (a) it is an entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it has all requisite power and authority and approvals to execute, deliver and perform its obligations under these Terms; (c) the execution and delivery of these Terms and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; (d) it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and business-like manner; (e) Network Partner is either the owner or the authorized licensor of all Network Partner Stories, and Network Partner has all rights necessary to provide CrowdRiff with the licenses granted hereunder for use in accordance with these Terms, and no further payments to or permissions from any third party are required in order for CrowdRiff to exercise its rights under such licenses; (f) CrowdRiff’s use of the Network Partner Stories in accordance with these Terms will not violate the rights of any third party, including without limitation, any trademark, trade name, patent, copyright, literary, artistic, dramatic, moral, personal, private, civil or property right, or right of privacy or publicity, or any other right of, or defame, any third party; (g) Network Partner’s use of any third party user generated content via the Services will not violate any applicable laws, rules or regulations, including without limitation any intellectual property, privacy and/or publicity rights and that if any of the Network Partner Stories is subject to third party proprietary rights, Network Partner has all necessary licenses, rights, consents and permissions to publish the Network Partner Stories including permission from any persons appearing in Network Partner Stories; and (h) Network Partner will not use the Services to upload, post, email or otherwise transmit or link to any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of anyone’s privacy, hateful, fraudulent, pornographic, profane, offensive, or otherwise objectionable, or that discloses personal or private matters concerning any person, restricts or inhibits any other person from using or enjoying any of the Services, expresses or implies that any statements Network Partner makes or actions Network Partner takes are endorsed by CrowdRiff or that indicates that Network Partner or any of its authorized users is an employee or representative of CrowdRiff, or may expose CrowdRiff or any of its other customers or users to any harm or liability of any type. Without limiting the generality of the foregoing, Network Partner represents, warrants and covenants that Network Partner will use the Services 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 Network Partner Stories and use of user generated content. CrowdRiff’s Copyright Policy can be found here: crowdriff.com/copyright.
7. Release. Network Partner hereby releases, discharges and agrees to hold CrowdRiff, and any person acting on its behalf, harmless from any liability related in any way to Network Partner’s use or distribution of Network Partner Stories and user generated content.
8. DISCLAIMER OF IMPLIED WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES 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 ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES, ARE ACCURATE, OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CROWDRIFF IS NOT RESPONSIBLE FOR ANY ERRORS IN THE CONTENT DELIVERED USING THE SERVICES. NETWORK PARTNER ACKNOWLEDGES THAT CROWDRIFF HAS NO CONTROL OVER USER GENERATED CONTENT OR THIRD PARTY SITES. THE USE OR PERFORMANCE OF THE SERVICES OR USER GENERATED CONTENT IS AT NETWORK PARTNER’S OWN RISK AND AT THE RISK OF ANY USERS.
9. Term and Termination. These Terms will become effective when accepted by Network Partner and will remain in force until such time as they are terminated. CrowdRiff may terminate these Terms: (i) upon thirty (30) days’ notice if Network Partner materially breaches any of these Terms; or (ii) immediately if requested to do so by Network Owner. In addition, these Terms will automatically terminate on termination or expiration of the Network Owner Agreement.
10. Survival. All sections of these Terms which by their nature should survive termination or expiration will survive such termination or expiration, including, without limitation, warranty disclaimers and limitations of liability.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER CROWDRIFF NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO NETWORK PARTNER OR ANY OTHER PERSON OR ENTITY (WHETHER ARISING FROM THESE TERMS OR RELATED TO THE SERVICES) 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, 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; AND (B) IN NO EVENT SHALL CROWDRIFF’S (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MADE AVAILABLE TO NETWORK PARTNER, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EXCEED $100.
THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THESE TERMS. NETWORK PARTNER 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 THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NETWORK PARTNER’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO IMMEDIATELY CEASE USE OF SUCH SERVICES.
12. Network Partner Indemnity. Network Partner 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 Network Partner’s (a) violation or breach of any of these Terms 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 user generated content outside the permissions granted by the social network for such content.
13. Updates to Terms. CrowdRiff reserves the right to modify these Terms at any time by publishing the revised Terms on the website through which the Services are made available and/or providing a copy of these Terms to Network Partner’s account by email. The revised Terms shall become effective within ten (10) business days of such publication or provision to Network Partner, unless Network Partner expressly accepts the revised Terms earlier by clicking on the accept button. Network Partner’s express acceptance or Network Partner’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 Network Partner’s acceptance to be bound by the terms and conditions of the revised Terms.
14. General. 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. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these Terms shall nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from these Terms. If CrowdRiff does not take action against all breaches of these Terms, it does not mean that it waives its right at a later time to enforce the same. Network Partner is not allowed to assign these Terms or any rights hereunder without the prior written consent of CrowdRiff. CrowdRiff is allowed at its sole discretion to assign these Terms or any rights hereunder to any third party, without giving prior notice. These Terms shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws provisions that would require the application of the laws of a different jurisdiction, whether contained in Canadian law or the laws of Network Partner’s current state or country of residence. Any legal proceedings arising out of or relating to these Terms 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 these Terms. These Terms, together with any documents or terms incorporated herein by reference, constitute the entire agreement between Network Partner 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: August 5, 2020