Crik-IT Subscription Agreement
Last Updated: March 2018
THIS IS A LEGAL AGREEMENT BETWEEN CRIK-IT LLC ("OUR", "US", "WE", "CRIK-IT", OR "CRIK-IT LLC") LOCATED AT 148 NORTH COTTAGE ROAD, RANGELEY MAINE 04970 AND YOU WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SOFTWARE SERVICES ("SERVICE", "SERVICES", "CRIK-IT" OR "CRIK-IT SERVICE"). the terms "you", "your", "YOURSELF" and "Subscriber" refer to the individual, company, organization or other legal entity on whose behalf this Agreement is accepted.
By signing up for a Crik-IT subscription, you are agreeing to all terms and conditions of this Agreement. This Agreement sets forth the terms and conditions on which we are willing to permit your use of our Services and your responsibilities as a Subscriber. You agree to use the Service in strict accordance with, and to be bound by, all of the terms and conditions contained in this Agreement. If you do not wish to be bound by this Agreement, do not use our Services.
Our Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described herein. We reserve all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Crik-IT LLC grants to you a limited, nonexclusive, nontransferable right and license to use the Services.
"Users" means individuals who are authorized by you to use your Crik-IT, and who have been supplied user IDs and passwords by you. Users may include but are not limited to your employees, customers, representatives, consultants, contractors and agents.
"In-House Users" are Users who have been supplied Crik-IT In-House user IDs and passwords by you. In-House Users have access to all information in Crik-IT.
"Rep Users" are Users who have been supplied Crik-IT Rep user IDs and passwords by you. Rep Users are limited to Crik-IT information relating only to their own customers.
"Customer Users" are Users who have been supplied Crik-IT Customer user IDs and passwords by you. Customer users are limited to Crik-IT information relating only to themselves.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
Purchased Services and Payment Terms
A. You are subscribing to the Crik-IT service on a month-by-month basis.
B. Your monthly subscription to our services will automatically renew from month to month at the current rates unless the Services are cancelled or terminated under this agreement. Please notify Crik-IT via email (email@example.com) if you want to cancel your subscription. Please note that there is no proration refund of your monthly subscription charge if you terminate your subscription prior to the end of the current month subscription period.
C. You agree to provide a valid credit card acceptable to Crik-IT LLC. Your credit card will be billed automatically at the start of the each month of service, unless you cancel your subscription before the relevant period begins. The amount billed for your first month of service will be based on Crik-IT's current rates and the initial number of users your company has set up in Crik-IT during the implementation period. Billing amounts for each subsequent month of service will be calculated based on Crik-IT's current rates and the maximum number of Crik-IT users your company had during the month immediately preceding the month being billed. A few days before your credit card is charged for the next month's billing, you will receive an email notifying you of the amount that will be billed. Please note that there is no proration charge or proration refund of your monthly subscription charge if you terminate your subscription or change user counts prior to the end of the current month subscription period.
D. All amounts will be billed in U.S. dollars.
E. If your payment and registration information is not accurate or valid, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
F. For so long as you are a customer of ours and paying the monthly fee as required by this Agreement, Crik-IT LLC grants to you a non-exclusive right to use the Services, subject to the restrictions set forth in this Agreement and any other restrictions communicated by us in writing.
Service Use and Limitations
A. We will use commercially reasonable efforts to keep the Services operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will provide at least 8 hours prior notice via the Crik-IT service) which we will schedule to the extent practicable during the weekend hours from 6:00 AM Saturday to 3 AM Monday Eastern Time; or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, failures, down-times, or other issues in Microsoft Azure or HostDime data centers, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
B. You shall (i) be responsible for your In-House Users' and Rep Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with this agreement and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than your users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services or access to the Services without the express written consent of us. The look and feel of the Services are copyright © 2007- Crik-IT LLC. All rights reserved. You may not duplicate, copy or reuse any portion of the visual design elements without the express written consent of us.
You may notify us that you wish to cancel your subscription by emailing firstname.lastname@example.org. Upon receipt of such email, we will send you an acknowledgement by email that your subscription has been cancelled. Cancellation takes effect at the end of the currently paid through billing period.
We may at our sole discretion immediately modify, suspend or terminate your account, user name, password or use of the whole or any part of the Service with or without giving you notice at any time for any reason, including if we think that you have breached or acted inconsistently with the terms of this Agreement.
Refunds for any prepaid amounts will not be given.
All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Limitation of Liability
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU UNDER THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SERVICE YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT PER SECTION 4 (TERMINATION).
THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE RESTS WITH THE SUBSCRIBER.
We do not warrant that the functions of the Services will meet your requirements or that the operation of the Services will be uninterrupted or error free.
We shall not be liable for any loss or injury arising out of or caused, in whole or in part, by any negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering information contained in the Services.
Data Management & Access
Access by Crik-IT LLC. Unless it receives your prior written consent, Crik-IT LLC: (i) will not access or use your Data other than as necessary to facilitate the Service, including for support purposes and statistical reporting purposes (for example, to acquire usage/user statistics for billing purposes or for anonymous Crik-IT usage statistics), or upon request from your Crik-IT Administrator or your Business Contact; and (ii) will not give any third party access to your Data. Notwithstanding the foregoing, Crik-IT LLC may disclose your Data as required by applicable law or by proper legal or governmental authority. Crik-IT LLC will give you prompt notice of any such legal or governmental demand and reasonably cooperate with you in any effort to seek a protective order or otherwise to contest such required disclosure, at your expense.
Your Data Responsibilities. You shall be responsible (i) for determining who has access to your data via our Services and providing them with their own unique user IDs, and (ii) for the accuracy, quality and legality of your data and of the means by which you acquired your data. You shall not use our Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
Crik-Link. Your data will be available to your users to download via our optional Crik-Link service for the purpose of automatically updating their own inventory and accounting systems. This includes but is not limited to item information (part numbers, descriptions, product lines, suggested retail price, customer cost), customer invoice information, and purchase order information (orders entered by your user into Crik-IT).
Proprietary Rights. Subject to the limited rights granted by you hereunder, we acquire no right, title or interest from you or your users under this Agreement in or to your data, including any intellectual property rights therein.
Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data.
Retention & Deletion. While you have an active subscription, Crik-IT LLC will retain your data in Crik-IT for a period of not less than two years. Upon termination of your subscription, Crik-IT LLC will delete your data not later than sixty (60) days following the effective date of the termination.
You agree to defend, indemnify and hold us harmless from and against any and all liability, loss or damage, cost or expense, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, relating to or incident to your use of the Service or claims by your users.
This Agreement will be governed and construed in accordance with the laws of the State of Maine without regard to its rules governing conflicts of law. Exclusive jurisdiction for any dispute with Crik-IT LLC, or in any way relating to this Agreement, resides in the courts of the State of Maine.
Manner of Giving Notice
Notice from you to us. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be via email and shall be deemed to have been given upon the first business day after sending by email. All notices should be sent via email to email@example.com.
Notice from us to you. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be via email and shall be deemed to have been given upon the first business day after sending by email. All notices will be addressed to the current email address of the main Crik-IT contact at your business.
Updates. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including users, relating to the operation of the Services.
Waiver of Jury Trial. 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.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Changes to this Agreement. Crik-IT LLC has the right to modify this Agreement in any manner and at any time, without notice or liability. Any modification is effective immediately upon the earlier of (i) notice to you per Section 10 (Manner of Giving Notice); or (ii) fifteen days following the date that the modified Agreement is first posted and announced on the our Crik-IT.com website. Your continued use of the Services following its effective date shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any of our policies or practices in providing the Service, including, without limitation, (i) any changes in the content of the Service, or (ii) any change in the amount or type of fees, charges, or assessments payable under this Agreement, is to terminate your Subscription and continued use of the Service.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written communications with respect to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of the parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. The waiver of any breach of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach of this Agreement. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement will not be affected and each such term or provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law. Nothing in this Agreement shall prohibit Crik-IT LLC from furnishing the Service to others, including competitors of yours.
If you have any questions about our Subscription Agreement, you may contact us by email at firstname.lastname@example.org.