Terms of Service

THESE TERMS AND CONDITIONS AND ALL OTHER LEGAL DOCUMENTS INCORPORATED BY REFERENCE (COLLECTIVELY, THE ”TERMS”) ARE A LEGAL CONTRACT BETWEEN “YOU” AND CRITICALASSET, INC. (“THE COMPANY”, “WE” OR “US”) WITH RESPECT TO ACCESS TO AND USE OF OUR ASSOCIATED INTERNET PROPERTIES AND SERVICES PLATFORM, AS LINKED AND OFFERED BY US, OUR SUBSIDIARIES AND AFFILIATED COMPANIES, AND ANY SOFTWARE THAT WE PROVIDE TO YOU FOR DOWNLOAD, INCLUDING ON YOUR MOBILE DEVICES (OUR “MOBILE APPLICATION(S)”) (ALL OF THESE VIRTUAL PROPERTIES AND MOBILE APPLICATION(S), COLLECTIVELY, THE “SITE”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” ALSO INCLUDE THE USE OF OUR ONLINE PLATFORM, MATERIALS, PROPRIETARY CONTENT, TOOLS, SOFTWARE, AND SERVICES AVAILABLE THROUGH THE SITE (COLLECTIVELY, ALL OF THESE AND THE SITE ARE CALLED THE “SERVICE”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE, BECAUSE THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR IF AT ANY TIME, THE TERMS ARE NO LONGER ACCEPTABLE TO YOU, PLEASE CEASE USE OF THE SERVICE IMMEDIATELY.


These Terms contain a dispute resolution and arbitration provision. Please note that, depending on Your country of residence, under certain circumstances You may be able to bring a dispute before the appropriate authorities or courts in the country in which You reside.


1. Modifications and Additional Terms

(a) Changes to these Terms. The Company can change, update, add or remove provisions of these Terms, at any time by posting the updated Terms on the Site and by providing a notice on the Site. We will ask for Your express consent to the updated Terms where We are legally required to do so, and in that case our notice to You will explain the material changes and how You can accept or reject the change. If You do not agree with any of the updated Terms, You must stop using the Service.


(b) Changes to the Service. The Company may make changes to the Service at any time, without notice. If You object to any changes to the Service, Your sole recourse will be to cease using it. Continued use of the Service following posting of any such changes will indicate Your acknowledgement of such changes and satisfaction with the Service as modified. We also reserve the right to discontinue the Service or any component of it, at any time without notice. We will not be liable to You or any third-party should We exercise our right to modify or discontinue the Service.


(c) Paid subscriptions. Please note that if You are under paid-subscription services with Us, in the event We change the price for the services which You have previously agreed to pay or if We substantially change the services You are paying for, We will also notify You of such changes as contemplated in Section 1(a) above. Any changes will become effective after Your then-current subscription expires or terminates. If You do not agree with such changes and You communicate this to Us in accordance with the notification policy, We will not automatically renew Your subscription even if You previously agreed to automatic renewal for payment.


(d) Additional Terms. In addition, certain features of the Service may be subject to additional terms of use (“Additional Terms”), which shall be provided to You at the moment You choose to use such features or services. By using such features or services, or any part thereof, You agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such area conflict with these Terms, the Additional Terms will govern. Additional Terms include, without limitation, our Managed Services Agreement for our MSP Program and our Professional Services Agreement.


(e) Separate Signed Contract. If You have entered into a separate executed agreement for services with the Company (a “Contract”), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.


2. Privacy

Your privacy is important to Us. Please review our Privacy Policy which explains how We use personal information that You submit to the Company and the choices You can make about the way this information is collected and used. The Privacy Policy is hereby incorporated by reference and made part of these Terms.

 

3. General Use

By using the Service, You represent, acknowledge and agree that You are at least 18 years of age, or that You are of age under the laws of Your jurisdiction, and/or lawfully able to enter into contracts. If You are not legally able to enter into contracts, You may not use the Service at any time or in any manner or submit any information to the Company or the Service.

The Company provides content through the Service that is copyrighted and/or trademarked work of the Company or the Company’s third-party licensors and suppliers or other users of the Service (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.


Subject to the terms and conditions of these Terms, and Your compliance with these Terms, the Company hereby grants You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Service solely for Your personal and/or internal business purposes use. Except for the foregoing license, You have no other rights in the Service or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Service or Materials in any manner.


If You breach any of these Terms, the above license will terminate automatically, and You must immediately destroy any downloaded or printed Materials.


4. Using the Service

You need not register with the Company to simply visit and view the Site. You can simply view the Site and not use the Service.

However, in order to access certain password-restricted areas of this Service (such as for using our online infrastructure and facilities management platform) and to use certain Services and Materials offered on and through the Site, You must successfully register an account with Us. To open an account with Us, You must at minimum submit the following information through the account registration page on the Service: a working email address; first and last name; preferred username and password (Your username may be your email address).


When using the Service, You may also have the ability to provide additional optional information to the Company, which is not required to register for an account but that may be helpful to the Company in providing You with more a more customized experience when using the Service.


Once You submit the required registration information, We reserve the right to determine whether or not to approve Your proposed account. If approved, We will send You an e-mail explaining how to complete Your registration. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Us using the below contact information and We can make the changes for You. If You forget Your password We will send a password update to Your provided email address.


You are responsible for complying with these Terms when You access this Service, whether directly or through any account that You may setup through or on this Service. Because it is Your account, it is Your job to obtain and maintain all equipment and services needed for access to and use of this Service as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access this Service. Should You believe Your password or security for this Service has been breached in any way, You must immediately notify Us. You are responsible for all activities that occur under Your Subscription. You agree to notify the Company if You are aware of any unauthorized use of Your Subscription to the Service or if You know of any other breach of security in relation to the Service.


5. Subscriptions and Cancellations

By registering for an account, You obtain access to the Service (a “Subscription”). Each Subscription and the rights and privileges provided therein is personal and/or for internal business purposes and non-transferable. The Company reserves the right to change prices for Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases. Our Subscriptions are subject to usage limits. You agree and understand that if You exceed the limits purchased for your Subscription, You agree to upgrade to a higher usage plan if necessary and we will charge You for the additional use.


You agree to pay all applicable fees related to Your use of the Service, which are described fully on our Pricing page. We may suspend or terminate Your account and/or access to the Service if Your payment is late and/or if Your offered payment method (e.g., credit card or similar) cannot be processed. By providing a payment method, You expressly authorize Us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on Your particular membership and utilized services.


If You sign-up for a free-trial period, You won’t be charged until after the expiration of the applicable free-trial period. Once Your account is charged the first Subscription fee, We will send You an e-mail notifying You of Your ability to access the Service.

AUTOMATIC RENEWAL TERMS: To facilitate continuity of the Service to You, each paid Subscription contains automatic renewal terms. You agree that You will be charged the fee You agreed to (depending on Your particular Subscription agreement) for the length of time You agreed to, and that Your subscription will automatically renew on those same terms until You cancel at any time through Your account; You authorize the Company to charge Your account now and upon each renewal; a cancellation will be effective on the next renewal date of Your subscription following Your notice of cancellation.


We understand that You might cancel Your account, but please know that We will not provide any refund(s) and You will be responsible for paying any balance due on the account. To make things less complicated, You agree that We may charge any unpaid fees to Your provided payment method and/or send You a bill for such unpaid fees.


IMPORTANT NOTICE: THE COMPANY WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION AS PER THE SUBSCRIPTION PERIOD OF YOUR CHOOSING (EACH A “SUBSCRIPTION TERM”), ON THE ANNIVERSARY OF THAT DATE THAT THE COMPANY FIRST CHARGES YOUR ACCOUNT FOR THE FIRST SUBSCRIPTION FEE, AND, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, THE COMPANY WILL CHARGE YOUR ACCOUNT WITH THE APPLICABLE SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). EACH SUBSCRIPTION RENEWAL PERIOD IS FOR THE SAME SUBSCRIPTION TERM AS THE PRIOR ONE.  YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CANCELLING THROUGH YOUR ACCOUNT, PROVIDED THAT ANY SUBSCRIPTION FEES CHARGED PRIOR TO THE EFFECTIVE DATE OF CANCELLATION WILL NOT BE REFUNDED, IN WHOLE OR IN PART. IF YOU CANCEL YOUR SUBSCRIPTION, YOUR ACCESS TO AND USE OF THE SERVICE WILL BE SHUT OFF ONCE YOUR THEN CURRENT PRE-PAID SUBSCRIPTION TERM EXPIRES.


CANCELLATION TERMS: YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME AND SUCH CANCELLATION SHALL BECOME EFFECTIVE UPON EXPIRATION OF YOUR THEN-CURRENT SUBSCRIPTION TERM. YOU AGREE AND UNDERSTAND THAT YOU WILL BE CHARGED SUBSCRIPTION FEES UNTIL THE EXPIRATION OF YOUR THEN-CURRENT SUBSCRIPTION TERM AND SUBSCRIPTION FEES WILL NOT BE REFUNDED, IN WHOLE OR IN PART, SUBJECT TO APPLICABLE LAW. YOU WILL NOT BE ELIGIBLE FOR A PRO-RATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR ANY UNUSED DAYS OF THE THEN-CURRENT SUBSCRIPTION TERM. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.


The Company reserves the right to modify pricing at any time (but not the price in effect for Your then-current Subscription term), upon advance notice to You. If You have not cancelled Your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, Your Subscription will auto-renew at the price indicated in Your notice.


6. Pricing and Purchases

If applicable, You agree to pay all fees or charges to Your account based on the Company’s fees, charges, and billing terms in effect as shown on the Pricing page. If You do not pay on time or if the Company cannot charge Your payment method for any reason, the Company reserves the right to either suspend or terminate Your access to the Service and terminate these Terms. You are expressly agreeing that the Company is permitted to bill You for the applicable fees, any applicable tax and any other charges You may incur in connection with Your use of the Service. The fees will be billed to Your Credit Card, PayPal or other payment method provide by You when registering for the Service and thereafter at regular intervals for the remainder of the Term. If You cancel Your account at any time, You will not receive any refund. If You have a balance due on any account, You agree that the Company may charge such unpaid fees to Your payment method on file or otherwise bill You for such unpaid fees. We reserve the right to charge interests on late payments as permitted by applicable law.

 

7. Professional Services

You and the Company may, but are under no obligation to, enter one or more mutually executed Proposal & Sales Order (each, a “Sales Order”). Such Sales Orders may provide for purchases of implementation, integration, configuration, training, consulting or other professional services (collectively, “Professional Services”) to be performed by the Company. No Professional Services shall be furnished to Client by virtue of this Agreement alone but shall require the execution of a Sales Order by both parties describing such Professional Services. If a Sales Order contemplates the provision of Professional Services, such Sales Order may contain: (i) a description of the scope of the Professional Services to be provided; (ii) any applicable rates and fees; (iii) responsibilities and dependencies of each party; (iv) agreed upon Work Product (as defined below), if any; and (v) signatures of authorized representative of both parties. Sales Orders are incorporated herein by reference. “Work Product” means any expression of the Company’s findings, developments, inventions, analyses, conclusions, opinions, recommendations, ideas, techniques, designs, programs, enhancements, modifications, interfaces, source code, object code and other technical information resulting from the performance of Professional Services, support services, or any other services performed for Your benefit. You may at any time request a modification to the Professional Services to be performed pursuant to any particular Sales Order by making a written request to the Company specifying the desired modifications. The Company shall submit an estimate of the cost for such modifications and a revised estimate of the time for performance pursuant to the Sales Order. Modifications to any Sales Order shall become effective only when a written change request is executed by authorized representatives of both parties. The Company shall be responsible for securing, managing, scheduling, coordinating and supervising Company personnel, including its subcontractors, performing the Professional Services. The Company shall have the right to remove or replace any personnel providing Professional Services with similarly skilled personnel. The Company may, in its sole discretion, subcontract or delegate any work under any Sales Order to any third party without Your prior written consent, provided that, the Company shall remain responsible for the performance, acts and omissions of any such subcontractors. You shall perform Your obligations as set forth in the applicable Sales Order, as well as the following obligations: (a) designate and provide a primary contact who will be responsible for coordinating Your obligations under a Sales Order; (b) provide sufficient, qualified, knowledgeable personnel capable of: (i) performing Your obligations set forth in each Sales Order; (ii) making timely decisions necessary to move the Professional Services forward; and (iii) participating in the project and assisting the Company in rendering the Professional Services; and (c) in the case of on-site Professional Services, provide the Company with reasonable access to Your facilities during Your normal business hours and otherwise as reasonably requested by the Company, including such working space as the Company may reasonably request. You acknowledge and agree that the performance by You of Your obligations is material to the Company’s ability to commence, proceed with and complete the Professional Services. In the event You do not perform Your obligations in a timely manner, the Company may take any action as set forth in the applicable Sales Order or terminate the applicable Sales Order. Unless otherwise specified in the applicable Sales Order, all Work Product created under these Terms, including all intellectual property rights related thereto, shall be owned by the Company. All Work Product created under these Terms that is owned by the Company and is made available to You to enable Your use of the Services pursuant to the terms of these Terms. The Company hereby grants You a non-exclusive, non-transferrable, non-sublicensable right and license to use the Work Product, solely in connection with Your use of the Services. Unless otherwise specified in the applicable Sales Order to the extent Your acquire any rights in the Work Product, You hereby assign such rights to the Company. You shall give the Company all reasonable assistance and execute all documents necessary to assist or enable the Company to perfect, preserve, register and/or record such assignment and the Company’s rights in any Work Product.


8. Rules of Conduct and Unauthorized Activities

While using the Service, You agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Service.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on the Service.
  • Post anything clearly false or misleading.
  • Post anything unrelated to our business, products or services.
  • Post anything contrary to our public image, goodwill or reputation, provided that the foregoing will not apply to You if applicable law prohibits such limitations and restrictions.


This list of prohibitions provides examples and is not complete or exhaustive. The Company reserves the right terminate access to and/or use of the Service with or without cause and with or without notice, for any reason or no reason, or for any action that the Company determines is inappropriate or disruptive to the Service or to any other user of the Service.  The Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct.  When legally required or at the Company’s discretion, the Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Service or on the Internet.


You agree to indemnify and hold the Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) the Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that Your use of the Service violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.


9. Submissions

Certain areas of the Service (e.g., customer ratings and review areas) may permit You to submit feedback, information, data, text, software, messages, or other materials (each, a “User Submission”). You agree that You are solely responsible for all of Your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, We do not guarantee that You will be able to edit or delete any User Submission You have submitted.


By submitting any User Submission, You are affirming to Us that:

  • You own all rights in Your User Submissions (including, without limitation, all rights to the reproduction and display of Your User Submissions) or, alternatively, You have acquired all necessary rights in Your User Submissions to enable You to grant to Us the rights in Your User Submissions as described in these Terms;
  • You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of Your User Submissions;
  • Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
  • You voluntarily agree to waive all “moral rights” that You may have in Your User Submission;
  • Any information contained in Your User Submission is not known by You to be false, inaccurate, or misleading;
  • Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
  • Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
  • You were not and will not be compensated or granted any consideration by any third party for submitting Your User Submission;
  • Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than Your own);
  • Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
  • Your User Submission does not contain any information that You consider confidential, proprietary, or personal; and
  • Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.


By submitting a User Submission, You grant to Us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

  • Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display Your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
  • Use (and permit others to use) Your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that We deem appropriate in Our sole discretion (including, without limitation, to incorporate Your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
  • Display advertisements in connection with Your User Submissions and to use Your User Submissions for advertising and promotional purposes.
  • We may, but are not obligated to, pre-screen User Submissions or monitor any area of this Service through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through this Service and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, You agree that We may freely disclose Your User Submission to any third party absent any obligation of confidence on the part of the recipient.


Notwithstanding anything herein to the contrary, You hereby grant Company an irrevocable license to use Your company name and/or logo on its marketing materials, collateral and websites. Company’s use of such name and/or logo does not create any ownership right therein and all rights not granted to Company are reserved by You.


10. Proprietary Rights

The Service and its content, features and functionality, including, without limitation, information, software, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof, are the exclusive property of Company, our licensors or other content suppliers, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.


No right, title or interest in or to the Service or any Materials is transferred to You and all rights not expressly granted are reserved. Any use of the Service that is not expressly permitted by these Terms may be a breach of these Terms and may violate copyright, trademark and other laws.


Neither these Terms nor Your use of the Service convey or grant to You any rights: (i) in or related to the Service except for the limited usage license granted above; or (ii) (unless expressly permitted in writing) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks or services marks or those of the Company’s licensors. There are no licenses by implication. If You breach any of these Terms, the above license will terminate automatically and You must stop using the Service and immediately destroy any Materials downloaded or printed from the Service.

CriticalAsset is a trademark of the Company in the United States of America. Other trademarks, names and logos on the Service are the property of their respective owners.


Unless otherwise specified in these Terms, all information and screens appearing on the Service, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of the Company, © CriticalAsset, Inc. All rights reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.


11. Intellectual Property Infringement

(a) Submitting a DMCA Notification. The Company respects the intellectual property rights of others, and We ask You to do the same. The Company may, in appropriate circumstances and at our discretion, terminate access to the Service for users who infringe the intellectual property rights of others. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on our Service, please provide the Company’s designated agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Service, and information reasonably sufficient to permit the Company to locate the material.
  • Information reasonably sufficient to permit the Company to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
  • A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


The Company’s agent for notice of claims of copyright or trademark infringement on the Service can be reached as follows: CriticalAsset, Inc. at legal@criticalasset.com.


Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.


(b) Submitting a DMCA Counter-Notification

We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a valid DMCA take-down notice that We have received. If You receive such notice from Us, You may provide Us with a counter-notification in writing to the Company designated agent that includes all of the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which the Company may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.


(c) Termination of Repeat Infringers

the Company reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.


12. Special Provisions for Mobile Applications

(a) App Stores.  You acknowledge and agree that the availability of the Mobile Application and the Service is dependent on the third party from whom You received the Mobile Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between You and Company and not with the App Store. Company, not the App Store, is solely responsible for the Service, including the Mobile Application, the Content thereof, maintenance, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile Application, You must have access to a wireless network, and You agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Service. You agree to comply with, and Your license to use the Mobile Application is conditioned upon Your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Service, including the Mobile Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.


(b)  Additional License Terms for use of the Service in conjunction with the Apple App Store.  With respect to any Mobile Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), You will only use the App Stored Sourced Application (i) on an Apple-branded products that runs the iOS (Apple’s proprietary operating system), and (ii) as permitted by the “Usage Rules” set forth in the Apple Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

  • You acknowledge and agree that (i) the Terms are concluded between You and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
  • In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to You and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
  • You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims You have or any claims of any third party relating to the App Store Sourced Application or Your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • You and Company acknowledge that, in the event of any third-party claim that the App Store Sourced Application or Your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
  • You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to Your license of the App Store Sourced Application, and that, upon Your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to Your license of the App Store Sourced Application against You as a third-party beneficiary thereof.
  • Without limiting any other terms of the Terms, You must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.


(c)  Additional License Terms for use of the Service in conjunction with the Android App Store. The following additional terms and conditions apply with respect to any Mobile Application that Company provides to You designed for use on an Android-powered mobile device (an “Android App”):

  • You acknowledge that these Terms are between You and Company only, and not with Google, Inc. (“Google”).
  • Your use of Company’s Android App must comply with Google’s then-current Google Play Terms of Service.
  • Google is only a provider of the Android App market where You obtained the Android App. Company, and not Google, are solely responsible for Company’s Android App and the services and content available thereon. Google has no obligation or liability to You with respect to Company’s Android App or these Terms.


You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Company’s Android App.


(d) Geo-Location Terms.  The Service may include and/or make use of certain functionality and services provided by third-parties that allow Company to include maps, geocoding, places and other content as part of the services (the “Geo-Location Services”). The Geo-Location Services may be provided by third parties such as MapBox, Inc (“MapBox”) or Google Inc (“Google”). In the case of Your use of the Geo-Location Services provided by Google, You will be subject to Google’s then current Terms of Use for Google Maps/Google Earth. By using Google’s Geo-Location Services, You are agreeing to be bound by Google’s Terms of Use and the current Google privacy policy. By using MapBox’ services, you are agreeing to be bound by MapBox’s privacy policy.


13. Links to Third-Party Services

The Service may be linked to other web sites that are not the Company sites (collectively, “Third-Party Services”). Certain areas of the Service may allow You to interact and/or conduct transactions with such Third-Party Services, and, if applicable, allow You to configure Your privacy settings in Your Third-Party Service account to permit Your activities on the Service to be shared with Your contacts in Your Third-Party Service account and, in certain situations, You may be transferred to a Third-Party Service through a link but it may appear that You are still on the Service. In any case, You acknowledge and agree that the Third-Party Services may have different privacy policies and terms and conditions and/or user guides and business practices than the Company, and You further acknowledge and agree that Your use of such Third-Party Services is governed by the respective Third-Party Service privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Services. The Company is providing links to the Third-Party Services to You as a convenience, and the Company does not verify, make any representations or take responsibility for such Third-Party Services, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Services. YOU AGREE THAT THE COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply the Company’s endorsement or recommendation.

 

14. Disclaimer of Warranties

Your use of the Service and the Work Product is at Your own risk. The Materials have not been verified or authenticated in whole or in part by the Company, and they may include inaccuracies or typographical or other errors. The Company does not warrant the accuracy of timeliness of the Materials contained on the Service. The Company has no liability for any errors or omissions in the Materials, whether provided by the Company, our licensors or suppliers or other users.


THE COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICE, THE PROFESSIONAL SERVICES, THE WORK PRODUCT OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PROFESSIONAL SERVICES, THE WORK PRODUCT, MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.


15. Limitation of Liability

THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF THE COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL COMPANY’S LIABILITY EXCEED THE AMOUNTS YOU PAID THE COMPANY FOR USE OF, OR IN CONNECTION WITH, THE SERVICE, THE PROFESSIONAL SERVICES AND THE WORK PRODUCT DURING THE SIX MONTHS PRIOR TO THE CLAIM.

 

16. Local Laws; Export Control

The Company controls and operates the Service from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If You use the Service outside the United States of America, You are responsible for following applicable local laws.

 

17. Feedback

If You send or transmit any communications, comments, questions, suggestions, or related materials to the Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, You hereby assign all right, title, and interest in, and the Company is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, You hereby grant Us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as We may determine in our sole discretion. Notwithstanding the foregoing, You understand and agree that the Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.

 

18. Electronic Communications

By using the Service, You consent to receiving electronic communications from the Company. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of Your relationship with the Company. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing.

 

19. Dispute Resolution and Arbitration

Please read this carefully if You are a resident of the United States of America. It affects Your rights.


(a) Disputes and Applicable Law. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Any disputes relating to these Terms or the Service will be heard in the courts located in Los Angeles County in the State of California, except as otherwise agreed by the parties or as described in the Arbitration subsection below.


(b) Arbitration. You agree that the Company may, at its sole option, elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event the Company elects arbitration, You hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through an established alternative dispute resolution provider (“ADR”) chosen by the Company. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be Los Angeles County in of California; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief. Notwithstanding any of the foregoing, in no event may any dispute regarding the scope or validity of Company’s Intellectual Property Rights be submitted to arbitration, and the arbitrator shall have no authority to make any finding or judgment with respect to such scope or validity.


(c) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between You and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.


(d) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.


20. California Consumer Notice

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by CriticalAsset Inc. If You have a question or complaint regarding the Service, please contact Customer Support at support@criticalasset.com. You may also contact Us by writing Us at CriticalAsset Inc., 1007 N Sepulveda Blvd, #82, Manhattan Beach, CA 90266, USA, Attention: Customer Support. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700. Email: dca@dca.ca.gov.

 

21. General

The Company prefers to advise You if We feel You are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by the Company, may result in immediate termination of Your access to the Service without prior notice to You. If any provision of these Terms is found to be inconsistent with applicable law, then such provision shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms together with our Privacy Policy, any Additional Terms that We may make available from time to time through our internet properties, any separate Contract We may have executed directly with You, and any other document incorporated by reference constitute the entire agreement between You and the Company regarding Your use of the Service and supersede and replace any prior written or oral agreements regarding the foregoing, and all prior or contemporaneous negotiations or discussions between You and the Company about the Service. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

 

22. Contact Us

If You have any questions about these Terms or otherwise need to contact the Company for any reason, You can reach Us by email at support@criticalasset.com or phone at +1 (833) 744-1010.

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