- Prospect shall mean a potential client that provides access to CrewBloom Portal to an End User.
- Client shall mean a customer of CrewBloom that provides access to a CrewBloom Portal to an End User.
- CrewBloom Content shall mean all text, images, graphics, photographs, video clips, designs, icons, sounds, information, data, and other materials displayed on, contained within, or otherwise associated with the CrewBloom Portal.
- CrewBloom Portal shall mean separate data viewing websites, including related features, products, and services, maintained by CrewBloom for certain End Users.
- Party and Parties shall mean one or both, respectively, of You, the End User, and CrewBloom.
- Portal shall mean a data viewing website, including related features, products, and services, maintained by CrewBloom for certain End Users.
- User Content shall mean data, images, or other information You place on CrewBloom Portal or otherwise deliver to CrewBloom and data CrewBloom may gather from You.
- You or Your shall refer to the End User agreeing to this Agreement.
3. CHANGES IN THE AGREEMENT AND/OR PORTAL
3.1 Changes in this Agreement. CrewBloom reserves the right, in its sole discretion, to modify, add or remove any portion of this Agreement, in whole or in part, at any time without prior notice to You before such amendments are to take effect. You agree that notification to You of amendments in the Agreement will be posted to CrewBloom Portal and will remain in force prospectively thereafter unless subsequently further modified or changed. Your continued use of CrewBloom Portal shall establish Your acceptance of all amendments in this Agreement.
3.2 Changes to CrewBloom Portal. CrewBloom Portal may be modified, revised or upgraded from time to time by CrewBloom without notice or liability. CrewBloom may change, suspend, or discontinue any aspect of CrewBloom Portal at any time, including, but not limited to: Portal Content, services offered, products offered, databases, hours of availability, and equipment or software needed for access or use of CrewBloom Portal. CrewBloom may also impose limits on certain features of CrewBloom Portal and/or restrict Your access to parts or all of the CrewBloom Portal without notice or liability.
4. USE OF PORTAL; PORTAL CONTENT; TRADEMARKS; INTELLECTUAL PROPERTY RIGHTS
4.1 Permissible Use. You and your authorized employees or representatives may access and use material displayed on CrewBloom Portal for internal business use only in accordance with the terms of this Agreement. You may not make derivative works, distribute, modify or otherwise use CrewBloom’s Portal Content for public or non-business purposes without prior written permission from CrewBloom and its licensors, as applicable. CrewBloom Portal contains names, logos, trademarks, service marks and other intellectual property which may not be used by You for any purpose without prior written permission from CrewBloom and its licensors, as applicable.
4.2 Access. Access to CrewBloom Portal is granted in the absolute discretion of CrewBloom and its Clients and may be terminated at any time. Access is permitted by user name and password only and each End User must have his/her own unique username. You are responsible for protecting the confidentiality of all usernames and passwords registered to Your account, and You accept responsibility for all actions which occur under such names and/or passwords. If you believe that Your username or password has been compromised, You must contact CrewBloom promptly.
4.3 Accuracy. While we try to provide accurate and updated information through CrewBloom Portal, You acknowledge that the information on the CrewBloom Portal may contain errors or omissions and may not be current.
4.4 Confidentiality. You understand that You may receive certain Confidential Information (as defined below) from CrewBloom. “Confidential Information” includes content, trade secrets, proprietary rights, financial, sales and marketing data and any other information transmitted via CrewBloom Portal. You agree that you will not disclose Confidential Information to any third party. You agree not to use or reproduce such Confidential Information without the prior written consent of CrewBloom except as otherwise permitted herein. You agree that You will limit access to Confidential Information to those of Your employees who have a need to know such Confidential Information. You agree that upon written request You will return to CrewBloom any and all written or tangible materials (including all copies) of Confidential Information in Your possession. You acknowledge that the Confidential Information is of a special, unique and extraordinary character, and that a breach of this Agreement by You will cause continuing and irreparable injury to CrewBloom and its Clients for which monetary damages would not be an adequate remedy. In the event of a breach of this Agreement, in addition to any other legal remedies available, CrewBloom and its Clients have the right to seek injunctive or other equitable relief without any requirement for the posting of any security or bond.
4.5 Lawful Use; Portal Content.Your access to and use of CrewBloom Portal is subject to all applicable international, federal, state and local laws and regulations. You represent and warrant that You will not use CrewBloom Portal in any manner or for any purpose that is unlawful or prohibited by this Agreement. CrewBloom may immediately suspend or terminate Your access to the CrewBloom Portal if it determines that Your use is or may be unlawful.
The computer servers storing CrewBloom Portal Content are located in the United States. You should not transfer any data onto CrewBloom Portal from another country if to do so would violate any privacy, data transfer, or data protection laws of the United States or such other country. You agree that You are responsible for complying with applicable privacy, data transfer, and data security laws, and You agree to abide by such laws in connection with Your use of the CrewBloomPortal.
You may use CrewBloom Portal and Content only for Your own internal and informational purposes, and You may not copy, modify, reverse-engineer, translate, disassemble, or decompile any CrewBloom Portal and technology You may not rent or lease the CrewBloom Portal or use thereof. You may not print copies of CrewBloom Portal Content or any other data available on CrewBloom Portal without the express written consent of CrewBloom. You may not distribute, publish, transmit, modify, create derivative works from, or in any way exploit, any of CrewBloom Portal Content and CrewBloom Portal, in whole or in part, for any purpose except the stated contract objectives for which You have engaged the services of CrewBloom. You may not remove or alter any copyright or other notices on any copy of the CrewBloom Portal Content or CrewBloom Portal. You may not transfer, share, outsource, or distribute copies of CrewBloom Portal Content or CrewBloom Portal to third parties. Nothing in this Agreement shall be construed as granting any permission (except as set forth in this section), right, or license in any of CrewBloom Content or CrewBloom Portal. Nothing in this Agreement shall be construed as granting any right of access to CrewBloom Portal & technology except as expressly set forth in this Agreement.
You agree to refrain from placing on CrewBloom Portal: (i) any offensive or unlawful material; (ii) any material unrelated to the services that CrewBloom has been engaged to perform for You; (iii) any material containing any computer virus, worm, or other malicious code; and (iv) any material that infringes on another person’s copyright, trade or service mark, patent, or other property rights.
Please remember that CrewBloom Portal is designed to facilitate the exchange of information between CrewBloom and You. CrewBloom may delete all or a portion of CrewBloom Portal Content or User Content, consistent with CrewBlooms’ document retention policies or otherwise, at any time. Although CrewBloom may endeavor to provide You with advance notice of the deletion of all or a portion of CrewBloom Portal Content, You should not assume that CrewBloom will do so, and You should not consider CrewBloom Portal to be a storage, archival, or back-up location or tool with respect to any of CrewBloom Portal Content or other information associated with CrewBloom Portal.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the CrewBloom Portal, CrewBloom Content, or CrewBloom Technology or any business being conducted on the CrewBloom Portal or any service offered, or to affect the images or data or access of any End User. You may not take any action that imposes an unreasonable or disproportionately large load CrewBloom Portal, or affects the ability of any other End User to use its Portal.
You hereby grant CrewBloom and its service providers permission to obtain and use User Content collected from You in connection with the operation of CrewBloom Portal and the performance of services for You. In addition, You hereby grant CrewBloom a non-exclusive and royalty-free license (including but not limited to a copyright license) to use, reproduce, distribute, make derivative works, perform, and display the User Content and derivative works thereof, along with other data and information that CrewBloom has concerning You, in connection with the operation of CrewBloom Portal and the performance of services for You. All User Content is subject to the CrewBloom Business Portal Privacy Statement that is posted at CrewBloom Portal and in effect at the time such User Content is placed on CrewBloom Portal or subsequently amended, provided that, in the event of any inconsistency between the CrewBloom Business Portal Privacy Statement and this Agreement, this Agreement shall govern.
4.6 Trademarks.The trademarks, service marks, and logos used and displayed on the Portals are trademarks of CrewBloom and others. Elements of CrewBloom Portal are protected by copyright, trade dress and other laws and may not be copied or imitated, in whole or in part. No right or license to use any trademark, service mark, logo, graphic, sound, image, or other aspect of CrewBloom Portal is granted by this Agreement.
4.7 Intellectual Property Rights.All intellectual property rights are fully reserved by CrewBloom, its Clients and any third-party owners of those rights. Without limiting the foregoing, unless otherwise noted all text, images, graphics, photographs, video clips, designs, icons, sounds, information (including your content added to CrewBloom Portal), data, and other materials and all methods, methodologies, procedures, processes, know-how, software, algorithms, techniques, and other technology displayed, used, or incorporated in CrewBloom Portal are copyrights, trademarks, service marks, trade secrets, or other intellectual property or proprietary content owned by CrewBloom or its Clients, or their licensors.
5. LINKS TO AND FROM OTHER WEBSITES
Some portions of CrewBloom Portal may include links to third-party websites. In addition, You may have entered CrewBloom Portal via links on other third-party websites. Such links are provided or permitted to exist as a convenience, and CrewBloom and its Clients are not responsible for the information, advertising, products, services, content, or other material of any third-party website, regardless of whether such third-party website links to CrewBloom Portal or is accessible by a link from CrewBloom Portal. The inclusion and use of links does not imply sponsorship or endorsement by CrewBloom of any third-party website.
6. DISCLAIMER OF WARRANTIES
6.1 General Disclaimer. ALL PRODUCTS, SERVICES, INFORMATION, CREWBLOOM CONTENT, TEXT, AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH CREWBLOOM PORTAL ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. CREWBLOOM AND ITS CLIENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF CREWBLOOM PORTAL, CREWBLOOM TECHNOLOGY, MAINTENANCE SERVICES, SUPPORT SERVICES, DELIVERABLES, RESOURCES, EQUIPMENT, CREWBLOOM CONTENT, OR OTHER ITEMS OR SERVICES PROVIDED BY CREWBLOOM UNDER THIS AGREEMENT OR THE RESULTS TO BE DERIVED FROM THE USE THEREOF. WITHOUT LIMITING THE FOREGOING, CREWBLOOM AND ITS CLIENTS DO NOT WARRANT OR REPRESENT THAT CREWBLOOM PORTAL WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT CREWBLOOM PORTAL AND ITS SERVERS WILL BE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT CREWBLOOM PORTAL CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CREWBLOOM AND ITS CLIENTS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF (i) MERCHANTABILITY OR SATISFACTORY QUALITY, (ii) FITNESS FOR A PARTICULAR PURPOSE, (iii) TITLE, AND (iv) NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE ABOVE, CREWBLOOM AND ITS CLIENTS SHALL NOT BE RESPONSIBLE FOR AND SPECIFICALLY DISCLAIM ALL WARRANTY OBLIGATIONS WHATSOEVER WITH RESPECT TO YOUR NEGLIGENCE OR MISUSE OF CREWBLOOM PORTAL, COMPUTER HARDWARE, OR THIRD-PARTY SOFTWARE MALFUNCTIONS, NONCOMPLIANT DATA FORMATS, DATA INPUT ERRORS, OR YOUR FAILURE TO FOLLOW INSTALLATION AND OPERATING INSTRUCTIONS PROVIDED BY CREWBLOOM OR ITS CLIENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF CREWBLOOM PORTAL, INCLUDING ALL DATA OR CONTENT VIEWED OR TRANSMITTED THROUGH CREWBLOOM PORTAL, IS AT YOUR SOLE RISK.
6.2 Limitation of Remedies. In the event CrewBloom Portal fails to function properly in accordance with the applicable documentation, CrewBloom shall use commercially reasonable efforts to repair or replace (at CrewBlooms’ option) the CrewBloom Technology for such Portal with other technology that functions properly, or in the case of errors in the technology documentation, to correct the documentation so that it correctly represents the performance of CrewBloom Technology. Notwithstanding anything in this Agreement to the contrary, if and to the extent that any part of CrewBloom Portal is owned by a third party and licensed to CrewBloom for distribution, You agree (a) to be bound by any terms and conditions of use required by such third party and (b) to look solely to such third party for any warranty concerning such part of CrewBloom Portal. THIS SECTION 6.2 SETS FORTH YOUR SOLE REMEDY FOR ANY BREACH OF ANY WARRANTY BY CREWBLOOM OR ITS CLIENTS REGARDING CREWBLOOM PORTAL AND THE CREWBLOOM TECHNOLOGY.
7. LIMITATIONS ON LIABILITY
Circumstances may arise when, because of a default on the part of CrewBloom or its Clients, or other liability, You may be entitled to recover damages from CrewBloom or its Clients. In each such instance, regardless of the basis on which You are entitled to claim damages from CrewBloom or its Clients, CrewBloom and its Clients will only be liable for bodily injury (including death) and/or damage to Your real property caused by CrewBloom and its Clients. In no event shall CrewBloom, its agents, licensors, Clients or service providers, or any other person or entity involved in creating, promoting, maintaining, hosting, or otherwise making available any of the CrewBloom Content, Technology, or other aspect of the CrewBloom Portal, be liable to You or any other person or entity for any indirect, incidental, special, consequential, punitive, or other such damages, including, without limitation, lost profits or lost revenues, even if advised of the possibility of such damages, including but not limited to any damages associated with: (i) loss of goodwill, profits, CrewBloom Portal Content, or other data, or other such losses; (ii) Your use or inability to use CrewBloom Portal, any unauthorized use of CrewBloom Portal, or any function of CrewBloom Portal or failure of CrewBloom Portal to function; (iii) any use of information pertaining to You or Your business that is accessed or used by third parties accessing CrewBloom Portal; (iv) Your reliance on CrewBloom Portal Content; (v) damage to your computer equipment or other property on account of your access to or use of CrewBloom Portal or your downloading of information from CrewBloom Portal; (vi) the provision of or failure to provide any service through CrewBloom Portal; (vii) errors or inaccuracies in CrewBloom Content, Technology, or any advertising or other information, software, products, services, and related graphics used, viewed, or obtained through CrewBloom Portal; or (viii) any property loss including damage to Your computer or computer system caused by viruses or other malicious code encountered during or on account of access to or use of CrewBloom Portal or any third-party website linked to CrewBloom Portal. These limitations of liability shall apply regardless of the form of action, whether based in contract, negligence, strict liability, other tort, or otherwise, and even if CrewBloom or its Clients have been advised of the possibility of any particular damages. To the extent You allege or assert any damages associated with CrewBloom Portal which are not excluded by the foregoing, then CrewBlooms’ liability (and that of its agents, licensors, Clients or service providers) for such damages SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO A CREWBLOOM CLIENT FOR USE OF YOUR CREWBLOOM PORTAL PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION. CrewBlooms’ limitation of liability is cumulative with all CrewBlooms’ expenditures being aggregated to determine satisfaction of the limit. You hereby release CrewBloom and its Clients from all obligations, liability, claims, or demands in excess of this limitation. The Parties acknowledge that each of them relied upon the inclusion of this limitation in consideration of entering into this Agreement. CREWBLOOMS’ ENTIRE LIABILITY IS SET FORTH IN THIS SECTION 7.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CREWBLOOM, ITS AGENTS, LICENSORS, CLIENTS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES, AND THEIR PAST AND PRESENT OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR (INCLUDING YOUR EMPLOYEES AND AGENTS OR ANYONE USING YOUR USER NAMES OR PASSWORDS) (1) BREACH OF ANY PROVISION OF THIS AGREEMENT, INCLUDING ANY WARRANTY YOU PROVIDE HEREIN, (2) NEGLIGENCE OR INTENTIONAL MISCONDUCT, (3) TRANSMISSION OF ANY VIRUSES, TROJAN HORSES OR OTHER HARMFUL BUGS OR PROGRAMS, OR (4) OTHERWISE RESULTING IN ANY WAY FROM YOUR USE OF CREWBLOOM PORTAL. WITHOUT LIMITING THE FOREGOING, YOU AGREE TO INDEMNIFY AND HOLD CREWBLOOM AND ITS CLIENTS HARMLESS FROM ANY COSTS OR EXPENSES THAT CREWBLOOM MAY SUSTAIN AS A RESULT OF THE PRIVACY, DATA TRANSFER, AND DATA PROTECTION LAWS OF THE UNITED STATES OR ANY OTHER COUNTRY, WITH RESPECT TO ANY USER CONTENT PLACED ON CREWBLOOM PORTAL. YOU HEREBY RELEASE AND DISCHARGE CREWBLOOM AND ITS CLIENTS FROM ALL CLAIMS, DEMANDS AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO ANY UNAUTHORIZED ACCESS TO OR USE OF ANY CREWBLOOM PORTAL OR ANY INACCURACY, ERRORS OR OMISSIONS CONTAINED IN ANY CREWBLOOM PORTAL OR ANY INFORMATION CONTAINED IN OR DISPLAYED THROUGH A CREWBLOOM PORTAL.
9. HOW TO CONTACT CREWBLOOM
Please address correspondence concerning CrewBloom Portal to: CrewBloom, ATTN: CrewBloom Portal, 347 Fifth Avenue Suite 1402 10016, or You may send an email to email@example.com.
10. ACCESS TO CREWBLOOM PORTAL
You will be provided with a username and password to access CrewBloom Portal. You should take measures to maintain and preserve the confidentiality of Your username and password associated with CrewBloom Portal. You agree not to disclose to or share Your username or password with any third parties or use Your username or password for any unauthorized purposes. You are solely responsible for any liability or damages resulting from any failure to maintain the confidentiality of Your username and password and CrewBloom and its Clients shall not be liable for any losses that may result from any unauthorized use of CrewBloom Portal or failure to maintain appropriate confidentiality measures. You are also solely and fully responsible and liable for all activities that occur under Your CrewBloom Portal account, or using Your username and password. You agree to immediately notify CrewBloom if You suspect any breach of security such as loss, theft, or unauthorized disclosure or use of any username or password. You agree to exit from CrewBloom Portal at the end of each session and to change Your password at least once every three (3) months or as required by CrewBloom. You agree to promptly notify CrewBloom and its Client that provides you access to CrewBloom Portal if You are terminated or resign from Your current employment position and are no longer authorized to access CrewBloom Portal so that Your access to CrewBloom Portal may be disabled.
- 11.1 Basic Access. If You have not elected any premium access option, the term of this Agreement shall be on a session by session basis each time you log in to a CrewBloom Portal. No session shall exceed 24 hours in duration. There is no additional fee for basic access.
- 11.2 Ceasing Operations. CrewBloom and its Clients shall not have any ongoing obligation to provide the CrewBloom Portals; thus, CrewBloom may cease to operate the CrewBloom Portals at any time and for any reason. Without limiting the foregoing, CrewBloom and its Clients may cease to provide CrewBloom Portal in the event of: (i) any dispute or termination of CrewBlooms’ relationship with You or its Client’s relationship with You; (ii) any dispute concerning ownership or control of CrewBloom Portal account; (iii) use of CrewBloom Portal account in a manner that CrewBloom, in its sole discretion, considers improper or unacceptable, or (iv) any violation by You of the terms of this Agreement. CrewBloom reserves the right to limit the period of time during which CrewBloom Portal Content is available on CrewBloom Portal. CrewBloom Portal should not be viewed as Your backup, archival, or storage service with respect to any User Content or CrewBloom Content.
- 11.3 Termination Upon Material Breach. Either Party may terminate this Agreement in the event that the other Party defaults in a material obligation under this Agreement. The Party electing to terminate this Agreement shall provide the defaulting Party with written notice specifying the nature of the breach, and the defaulting Party shall have the opportunity, for thirty (30) days from the receipt of such written notice, to remedy such default and conform its conduct to this Agreement. If such corrective action is not taken within such thirty (30) day period, this Agreement shall terminate at the end of such thirty (30) day period without further notice or demand.
- 11.4 Termination Upon Insolvency. Either Party may terminate this Agreement by written notice to the Other, and regard the other Party as in default of this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business, voluntarily or otherwise.
- 11.5 Return of Software and Documentation. Within 30 days of termination for any reason, You shall return to CrewBloom, or destroy all copies of, any CrewBloom Technology, Content, or confidential information residing on Your computers or in printed form, that are in Your possession or control and, if requested by CrewBloom, shall certify the return or destruction of the same in writing within three (3) days of such a request.
- 11.6 Payment Due. Termination of this Agreement shall accelerate all fees due CrewBloom and its Clients hereunder of whatever nature. No termination shall excuse Your obligation to pay fees contracted for hereunder.
- 11.7 Survival. Sections 4.4, 4.6, 4.7, 6-8, 11.2, 11.3, 12.8, and 12.12 of this Agreement, and any provision of this Agreement that by its nature should survive, shall survive any expiration or termination of this Agreement.
12. GENERAL PROVISIONS
- 12.1 Independent Contractors. In making and performing this Agreement, the Parties are intended to be and shall at all times act as independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, or employer and employee relationship between the Parties hereto. At no time shall either Party make commitments or incur any charges or expenses for or in the name of the other Party. This Agreement shall not be construed as creating a partnership, joint venture, agency or employment relationship, or as granting a franchise under either federal or state law. This Agreement does not represent or guarantee that CrewBloom or its clients will purchase any goods, products or services from You.
- 12.2 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed to have been duly given upon hand delivery or upon deposit in the United States Mail, postage prepaid, certified or registered mail, return receipt requested, at the addresses You provide in the online setup of CrewBloom Portal account for You and at the following address for CrewBloom:347 Fifth Avenue Suite 1402, 10016.
- 12.3 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto relating to the subject matter hereof and supersedes any prior agreements and understandings relating to the subject matter hereof. This Agreement in no way alters the terms of other agreements not relating to the subject matter hereof between CrewBloom, its Clients, and End Users.
- 12.4 Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto, and their respective successors and permitted assigns.
- 12.5 Assignability. CrewBloom may assign this Agreement and its rights and obligations hereunder in its sole discretion. You may not assign this Agreement or the rights or obligations hereunder without the prior written consent of CrewBloom. A change of control of Your business or a sale of substantially all Your business’s assets shall constitute an assignment requiring CrewBlooms’ prior written consent. You shall provide notice to CrewBloom promptly following any change in control. The term “change in control” as used in this paragraph refers to a transaction or series of related transactions in which fifty percent (50%) or more of Your voting securities or the voting securities of Your direct or indirect parent are transferred to any person or group of affiliated persons.
- 12.6 Severability. If any part or provision of this Agreement is or shall be deemed violative of any applicable laws, rules or regulations, such legal invalidity shall not void this Agreement or affect the remaining terms and provisions of this Agreement, and this Agreement shall be construed and interpreted to comport with all such laws, rules, or regulations to the maximum extent possible.
- 12.7 Force Majeure. CrewBloom shall not be liable for any delay in performance or any failure in performance hereunder caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence of any event beyond the control of CrewBloom, including without limitation war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, failure or delays in transportation, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw materials, machinery or technical failures.
- 12.8 Costs of Suit. If either Party brings any action for relief against the other, declaratory or otherwise, the losing Party shall pay the successful Party a reasonable sum for legal fees and expenses in such action.
- 12.9 Applicable Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of New York, USA (or applicable federal law) without giving effect to its conflict of laws rules. The Parties submit to the exclusive jurisdiction of the courts located in New York for the resolution of any disputes between the Parties; provided, however, if and to the extent an enforcement action is commenced solely by a Client of CrewBloom and CrewBloom is not a party to such action, You submit to the exclusive jurisdiction of the courts located in the county of the Client’s principal office. This Agreement shall be deemed to have been made and entered in New York. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY PROCEEDING OVER ANY DISPUTE ARISING UNDER THIS AGREEMENT.
- 12.10 Equitable Relief. The Parties acknowledge and agree that any breach of that Party’s obligations hereunder may cause the other Party irreparable injury for which there are no adequate remedies at law and that the other Party shall be entitled to equitable relief in addition to other remedies available to it.
- 12.11 Waivers. The terms of this Agreement may be waived by, and only by, a written instrument executed by the Party against whom such waiver is sought to be enforced.
- 12.12 Headings; Certain Terms. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. The words “include”, “includes” and “including” do not connote limitation in any way. Any reference to “writing” or “written” includes fax and email.
- 12.13 Publicity. CrewBloom shall have the right to list You as a customer of CrewBloom in press releases, on its web site, in white papers, or in attributed quotes; provided, however, that You (a) shall have been provided an opportunity to review the references and (b) are afforded the right to withhold Your consent to any unreasonable use by CrewBloom by giving ten (10) days' written notice to CrewBloom identifying any such unreasonable use.
- 12.14 No Third Party Beneficiaries. The terms and conditions of this Agreement, express or implied, exist only for the benefit of the Parties to this Agreement and their respective successors and permitted assigns. No other person or entity will be deemed to be a third party beneficiary of this Agreement; provided, however, that Clients of CrewBloom have the right to enforce the terms of this Agreement to the extent it pertains to protection of confidential information or other proprietary rights of such Clients.
- 12.15 No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm, or corporation, other than the Parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
This Agreement was last updated on September 20, 2019.