Terms and Conditions
CrowdIgnite.com (the “Site”)
This Agreement was last revised on June 2, 2016.
1. Use of Our Service
Company grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
To access certain features of the Service, you will need to register with Company and create a “Member” account. Your account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. You may only use our Service on websites that are registered and not disapproved by Company.
You may never use another Member’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Although Company will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Company or others due to such unauthorized use.
By providing Company your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree neither to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes.
Company may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Company’s sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service. Upon termination for any reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Company Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Company shall have no liability for your interactions with other Users, or for any User’s action or inaction.
You further acknowledge and agree that any statement made on the Site regarding levels of traffic return to your website through the Service or other analytic data made available on the Site is not guaranteed. Such statements or data are estimates only and Company expressly disclaims any guarantee, representation or warranty in connection with any statement made regarding levels of traffic return to your website, the quality of traffic generated by the Service or the accuracy of any analytic data made available on the Site. There is no specific time period requirement during which traffic is assured to be returned to your website.
By using the Service, you are not purchasing any tangible or intangible property rights, and do not have any claim to any website traffic or for any revenue generated by the Service or the Site. To the extent “Credits” are earned through the Service (whether as a result of clicks originating from your website or otherwise), these “Credits” shall have no cash value, may not be redeemed for cash and are non-transferable. Furthermore, Company reserves the right to modify the number of “Credits” (or traffic owed to you or your website) at any time and within its sole discretion to address issues of click-fraud, traffic statistic manipulation or otherwise as Company deems necessary. You waive all rights to consideration by using the Service and your sole remedy for any dissatisfaction with the Service (or any liability caused thereby) shall be to cease using the Service in the manner provided for herein.
2. Term; Termination
The term of this Agreement commences on the date in which you begin use of the Services and continues until terminated by either party pursuant to the terms herein. Unless otherwise specified, and without limiting Company’s termination rights herein, either party may terminate this Agreement for any or no reason upon thirty (30) days’ written notice to the other party.
3. Payment Terms.
The following terms shall apply to your use of any of Company’s revenue generating Services:
Payment Terms. You may receive payments from Company or any of Company’s affiliates that may be providing the Service. As a condition precedent to payment, you must notify Company of any changes to your account information, including change of address, phone or email address. In no event will payments be made on accounts that have not provided proper tax identification information. You may be asked to complete appropriate forms for tax purposes and agree to accurately complete such forms as a condition precedent to payment. Company may withhold payment if you do not provide accurate tax information or complete any necessary tax or reporting forms, as determined in Company’s sole and absolute discretion.
Reporting. All payments payable to you will be based solely on Company’s reporting system. Impressions, clicks and any revenue generated through the Services shall be available to you via Company’s proprietary reporting system. You understand that these statistics may not be 100% accurate and that Company may make adjustments to such statistics to account for, among other things, specific contractual provisions, statistical errors, and third party adjustments.
No Guarantee. Company makes no guarantee that the Services will generate any revenue and/or traffic for you.
Withholding; Recoupment. In the event of Company’s reasonable suspicion of breach by you of this Agreement, Company reserves the absolute right to withhold payment from you and take such other steps as it deems necessary. Company will determine, in its reasonable discretion, whether your acts or omissions are deceptive, fraudulent or violate this Agreement. In the event any revenue is recouped from Company by any third party partners or affiliates, Company reserves the absolute right to recoup such amounts from future payments to you.
Nature of Payments. Any payment (and associated calculations, including that no payment is owed) will be deemed final and not subject to challenge unless disputed in good faith by you (by way of a writing setting forth with particularity the nature of the dispute) within ninety (90) days of receipt. You acknowledge that Company will have the right to receive, own and recognize all revenue from its Services, prior to and after the calculation of payments to you. At no time prior to Company’s making of a payment to you will you have any possessory or ownership interest in amounts due under this Agreement. Your sole remedy in the event of a dispute over amounts due or payment will be to bring a claim for breach of contract against Company pursuant in accordance with the terms of this Agreement.
4. License Grant
By registering a website on the Service, you expressly grant, and you represent and warrant that you have a right to grant, to Company and its third party affiliates, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, hyperlink, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all content displayed on any page of your website, including, but not limited to, images, text, videos, audio recordings, data and any name, voice, and/or likeness as contained in such content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed (collectively, “User Content”) for use in connection with the Service. For the avoidance of doubt, the foregoing license grant gives the Company and its third party affiliates the right to (a) extract User Content from your website and use User Content from your website to create thumbnails and/or captions to populate Company’s or its third party affiliates’ technology widgets and (b) publish and display such thumbnails and/or captions on the Site or on any other website relevant to the Service, including any other User website.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, revocable, limited, personal license to use the Service only as provided by Company or its third party affiliates. Company and its third party affiliates reserve all rights not expressly granted herein in the Service and the Company Content (as defined below). Company may terminate this license at any time for any reason or no reason.
5. User Content
You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) and rights of publicity and privacy. Company reserves the right, but is not obligated, to reject and/or remove any User Content that Company believes, in its sole discretion, violates these provisions. You understand that posting your User Content on the Service is not a substitute for registering it with the U.S. Copyright, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Company takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or make available over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Company is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Company shall not be liable for any damages you allege to incur as a result of such User Content.
6. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, our and our third party affiliates’ technology widgets, software, data, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the “Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content made available through the Service. Use of the Company Content or materials included in the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
By using the Service, you agree to promptly disclose to the Company all inventions (“Inventions”) which relate to or incorporate Company’s or its third party affiliates’ technology widgets or Company Content and which are conceived, developed or learned by you, either alone or jointly with others. You agree that all Inventions which relate to or incorporate Company’s or its third party affiliates’ technology widgets or Company Content and which are conceived, developed or learned by you, either alone or jointly with others, shall be the sole property of the Company or its third party affiliates and their assigns. The Company and its assigns shall be the sole owner of all trade secret rights, patents, copyrights and other rights anywhere in the world in connection therewith, and you hereby assign, sell and transfer to the Company the entire right, title and interest you may have or acquire in such Inventions (including, without limitation, copyright and moral rights) and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating any such Invention or original work of authorship, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.
This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. Company may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. If you are under 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
Upon termination or expiration of this Agreement for any reason, you agree that for the Non-Competition Period (as such term is defined below), you will not contract with ZergNet for services substantially similar to those Services provided hereunder by Company. The “Non-Competition Period” shall be equal to one month for every month of Service provided by the Company under this Agreement, but in no event shall such the Non-Competition Period exceed twelve (12) months.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
11. DMCA Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Company’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, and, e-mail address;
5. 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 owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:Crowd Ignite, LLC
5140 W. Goldleaf Circle,
Los Angeles, CA 90056
Attn: General Counsel
Phone: (310) 449-1890
Facsimile: (310) 449-1891
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
12. Additional Representations and Warranties
You shall be solely responsible for your own User Content and the consequences of posting or publishing it or otherwise making it available through the Service. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. You are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
b. Your User Content and Company’s use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
c. Company may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, managers, third party affiliates, and other affiliated companies, and their employees, contractors, partners, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
14. No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE COMPANY SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction or notice thereof.
A. Governing Law. The Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of California, without regard to conflicts of law principles that would require the application of any other law, and regardless of where the parties hereto may now or hereafter reside, be organized or do business.
B. Venue, Jurisdiction and Forum. This Agreement is deemed made and entered into in Los Angeles, California, and will be performed in Los Angeles, California. To the extent that any proceeding arising out of or relating to the Agreement or the transactions contemplated hereby does not fall within the scope of the terms of the following Section or for purposes authorized by the following Section, each of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts, as applicable, located within the County of Los Angeles, in connection with any proceeding arising out of or relating to the Agreement or the transactions contemplated hereby, and waives any objection to venue in such courts.
C. Agreement to Arbitrate. Any controversy or claim between Company and you arising out of or relating to or connected with this Agreement or any alleged breach hereof, and any issues pertaining to the arbitrability of such controversy or claim and any claim that this Agreement or any part hereof is invalid, illegal, or otherwise voidable or void, shall be submitted to binding arbitration. Said arbitration shall be conducted before and will be heard by one arbitrator in accordance with the current Rules of Practice and Procedure of the Judicial Arbitration and Mediation Service (JAMS). Judgment upon any award rendered may be entered in any Court having jurisdiction thereof. Except to the extent prohibited by Applicable Law, the proceedings shall be held in the City of Los Angeles, State of California. In no event may the material provisions of this Agreement be modified or changed by the arbitrator at any arbitration hearing. The substantive law applied in such arbitration shall be the State of California. The arbitration and the parties’ agreement therefor shall be deemed to be self‑executing, and if either party fails to appear at any properly‑noticed arbitration proceeding, an award may be entered against such party despite said failure to appear. All issues relating to arbitrability or the enforcement of the agreement to arbitrate contained herein shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.), notwithstanding any provision of this Agreement specifying the state law under which this Agreement shall be governed and construed. The parties shall share equally the arbitrators’ fees and other costs of the arbitration.
i. Awards. The arbitrator will have the right to award or include in his award any relief which he or she deems proper in the circumstances, only to the extent permitted by this Agreement and applicable law, provided that the arbitrator will not have the authority to award exemplary or punitive damages or attorneys’ fees to either party. The award and decision of the arbitrator will be conclusive and binding upon all parties and judgment upon the award may be entered in any court of competent jurisdiction. The parties shall be bound by the provisions of any limitation on the period of time by which claims must be brought. The parties agree that, in connection with any such arbitration proceeding, each will submit or file any claim which would constitute a compulsory counter‑claim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceedings as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding will be barred. In no event may the provisions of the Agreement, or any ancillary agreement executed in connection with this Agreement, including, without limitation, amendments to this Agreement be waived, modified, changed, or otherwise equitably excused by the arbitrators at any arbitration hearing. The parties do not grant the arbitrators the powers of an amiable compositeur and the arbitrators do not have the power to decide ex aequo et bono. The arbitrators shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction (as provided in Section 10(J)) for any such error. The award of the arbitrators shall be the exclusive remedy between the parties regarding any claims, counterclaims, issues, or accountings presented or pled to the arbitrators. Judgment upon the award of the arbitration shall be entered by, and the parties may have the judgment domesticated by, any court of competent jurisdiction in accordance with Section 10(J).
ii. Permissible Parties. You and Company agree that arbitration will be conducted on an individual, not a class‑wide, basis and that any arbitration proceeding between you and Company will not be consolidated with any other arbitration proceeding involving Company and any other person or entity. All arbitration proceedings and claims shall be filed and prosecuted separately and individually in your name and in the name of Company, and not in any representative capacity.
D. Notices. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.Any notice, demand, request or other communication which is required, called for or contemplated to be given or made hereunder to Company shall be deemed to have been duly given or made for all purposes if in writing and sent by (i) personal delivery, in which case notice shall be deemed to have been given on the date of delivery; or (ii) UPS, Federal Express, DHL or other nationally-recognized overnight delivery service, in which case notice shall be deemed to have been given the day after deposit of such notice with such service, to Company at the following address:Crowd Ignite, LLC
5140 W. Goldleaf Circle,
Los Angeles, CA 90056
Attn: General Counsel
Phone: (310) 449-1890
Facsimile: (310) 449-1891
E. Confidentiality. In connection with this Agreement, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party (“Confidential Information”). Confidential Information means the terms of the Agreement or any data or information, oral or written, that relates to a party, or any of its business activities, technology, developments, inventions, processes, trade secrets, know how, software, plans, financial information, customer and supplier lists. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) can be documented as independently developed by a party without use of any Confidential Information of the other party; (vi) is approved for release or disclosure by the disclosing party without restriction or (vii) is required to be disclosed by a court or regulatory agency of competent jurisdiction. Except as expressly permitted in the Agreement or as necessary to perform obligations in connection with this Agreement, each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information, except as necessary to perform obligations in connection with this Agreement. Notwithstanding the foregoing, Company shall be entitled to disclose the terms of the Agreement to its affiliates, lenders, auditors, legal advisers, auditors or any investor or potential investor in it or its affiliates, and with any third party partners or affiliates assisting with or providing services hereunder to the extent necessary. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis, provided that, it shall be liable for the acts or omissions of any third party to which it provides Confidential Information. Upon the termination or expiration of the Agreement, and upon request of the other party, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be obligated to purge archived data if the obligations of this section continue to be observed.
F. No Waiver. No course of dealing of any party hereto, no omission, failure or delay on the part of any party hereto in asserting or exercising any right hereunder, and no partial or single exercise of any right hereunder by any party hereto shall constitute or operate as a waiver of any such right or any other right hereunder. Except as otherwise contemplated hereby, no waiver of any provision hereof shall be effective unless in writing and signed by or on behalf of the party to be charged therewith. No waiver of any provision hereof shall be deemed or construed as a continuing waiver, as a waiver in respect of any other or subsequent breach or default of such provision, or as a waiver of any other provision hereof unless expressly so stated in writing and signed by or on behalf of the party to be charged therewith.
G. Limitation of Claims. Any and all claims arising out of or relating to this Agreement or the relationship among the parties to this Agreement will be barred unless an action or proceeding is commenced within one year from the date you or Company knew or should have known of the facts giving rise to such claim.
H. Further Assurances. Each party hereto covenants and agrees promptly to execute, deliver, file or record such agreements, instruments, certificates and other documents and to perform such other and further acts as the other party hereto may reasonably request or as may otherwise be necessary or proper to consummate and perfect the transactions contemplated hereby.
I. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Company via the Service, shall constitute the entire agreement between you and Company concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.