Cruxos Terms and Conditions of Use
- Acceptance of Terms.
These Terms apply to both individuals and Registered Entities (as defined below) and are effective immediately upon accessing the Services for which these Terms have been accepted on your behalf. You may not use the Services until you an authorized entity or individual have been granted access including reading and accepting all of the Terms. As used in the Terms, the terms “you”, “your” or “user” all refer to both the person using the Services in any way, including those registered as, for, or on behalf of a corporate entity, such as a company, corporation, government agency or other business entity (“Registered Entity”) and its employees that are permitted to access and use the Services in any way.
By accessing or using the Services, you confirm your agreement to be bound by these Terms and consent to, agreement with, and understanding of such modification, changes or alterations. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede any prior agreements or arrangements with you. ProVantage reserves the right to update and change the Terms at any time without notice. ProVantage may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. You can review the most current version of the Terms at any time at: https://www.cruxos.com/terms-of-use.
- Your Account.
In consideration for use of the Services, you represent and warrant that (a) you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction, (b) your use of the Services does not violate any applicable law or regulation and (c) you are human. Accounts registered by “bots” or other automated methods are not permitted.
In order to use the Services, you register for and maintain an active user Services account (“Account”). You agree to: (a) provide true, accurate, current and complete information about yourself for registration purposes; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ProVantage has reasonable grounds to suspect that said information is untrue, inaccurate, not current or incomplete, ProVantage has the right to suspend or terminate your account and refuse any and all current or future use of the Services or any portion thereof.
You will receive a password and account designation upon completing the registration process. You are solely responsible for maintaining the confidentiality and security of your password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify ProVantage of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. ProVantage cannot and will not be liable for any loss or damage arising from your failure to comply with the Terms, including, without limitation, this Section.
- Contents and Information.
You understand that all information, data, text, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not ProVantage, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. ProVantage does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, objectionable or illegal in your jurisdiction. Under no circumstances will ProVantage be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.
You acknowledge that ProVantage may or may not pre-screen Content, but that ProVantage and its designees shall have the right, but not the obligation, in their sole discretion to pre-screen, refuse, or move any Content that is available via the Services. Without limiting the foregoing, ProVantage and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by ProVantage or submitted to ProVantage.
You acknowledge, consent and agree that ProVantage may access, preserve and disclose your account information and Content if required to do so by any applicable law or in a good faith belief that such access preservation or disclosure is reasonably necessary, including but not limited to: (a) comply with any applicable legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of ProVantage, its users and the public.
You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- Restrictions on Content and Use of The Services.
You agree not to use the Services to:
- conduct any unlawful or fraudulent activities;
- upload any viruses and malicious code;
- collect information from other users in an unlawful matter;
- harass or threaten other users;
- post hateful, threatening, violent, graphic, obscene, pornographic, or any nudity content;
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, or any other form of solicitation; or
- do anything that would threaten or damage the operation of the Services.
You agree not to disrupt, overwhelm, attack, modify, reverse engineer or interfere with the Services or its associated software, hardware and/or servers in any way, and you agree not to impede or interfere with others’ use of the Services.
You may not attempt to gain unauthorized access to ProVantage’s servers by any means, including, without limitation, by using administrator passwords or by masquerading as an administrator while using the Services or otherwise.
You agree not to reproduce, copy, sell, resale, trade, rent, sublicense, lease, loan, redistribute, or create a derivative work of any portion of the Services, use of the Services or access to the Services.
- Subscription Fees.
You understand that the use of the Services will result in charges to you for the services or goods you receive. You agree to pay any applicable fees corresponding to your subscription plan for the Services described on your account page. If ProVantage becomes aware that you have exceeded your usage plan limits, ProVantage reserves the right to charge you for such usage and you agree to pay such additional fees as required under these Terms. ProVantage reserves the right to change fees for the Services at any time, at its discretion, with notice to you.
ProVantage is permitted to bill you a subscription fee, any applicable tax and any other charges you may incur in connection with your use of the Services. Additional charges may include service level changes upon your request. The subscription fee will be billed at the beginning of your subscription Users may have the option to either pay (i) monthly or (ii) annually. All Fees and applicable tax shall be due and payable to ProVantage using the preferred payment method designated in your account. ProVantage reserves the right to suspend the accounts of users who fail to make payments on their plan(s) and additional charges may apply. All fees are non-refundable, in whole or in part, even if the Services are suspended, cancelled or transferred prior to the end of your monthly or annual plan.
Your subscription for the Services will be automatically renewed on the calendar day corresponding to the commencement of your membership without any prior notice, unless and until you have successfully canceled your membership.
All fees and charges are nonrefundable, and there are no refunds or credits for partially used periods, or where you have elected to downgrade service levels or otherwise remove any paid component or feature. If you elect to upgrade your service level or otherwise add any paid component or feature, ProVantage will pro-rate the amount due based on the number of days remaining in your billing cycle; provided, however, that any such proration shall be based on your service level or paid components or features in existence immediately prior to your election to upgrade or add paid components or features.
ProVantage reserves the right to establish, remove and/or revise fees for any or all services or goods obtained through the use of the Services at any time in ProVantage’s sole discretion. We will inform you of any increase or addition to existing fees and we may offer you a grace-period in which your fees will not increase for a certain period of time. If you do not accept the increase or addition to the existing fees, you may elect to terminate your account during the then current billing period and you shall not be liable for such fee increase after the applicable billing period; however, any later renewal of service will be subject to the increased fee structure. If your credit or debit card reaches its expiration date, your continued use of the Services constitutes your authorization for us to continue billing you, and you remain responsible for any uncollected amounts.
In connection with your purchase and/or use of the Services you may be subject to taxes, including, without limitation, sales and use taxes, by any authority that has jurisdiction to impose such taxes. You agree that the obligation and payment of any such taxes shall be your sole and absolute responsibility, and you agree to indemnify ProVantage to the extent that ProVantage incurs any obligations or other liabilities in connection with such taxes.
- ProVantage’s Proprietary Rights.
All rights, title, and interest in and to the Services (excluding the Content provided by users) are and will remain the exclusive property of ProVantage and its licensors. The Services and all materials on the Services, including but not limited to any and all code, images, text, graphics, illustrations, logos, patents, trademarks, copyrights, trade secrets, service marks, copyrights, photographs, as well as the organization, design, compilation and “look and feel” of the Services (the “Intellectual Property”) are or may be protected under United States and worldwide copyrights which are owned or licensed, in whole or in part, by ProVantage or otherwise used with permission of their respective owners. Intellectual Property or any third-party trademarks, service marks, or copyrights may not be manipulated, edited, reproduced, performed, republished, uploaded to or downloaded from, posted, transmitted, sold, transferred or otherwise distributed or exploited in any manner whatsoever from the Services without our prior written consent, which may be withheld in our sole discretion. Any manipulation of the Services or any portion thereof or use of any of the foregoing for any purpose, other than using the Services as permitted by these Terms, constitutes an infringement of our copyrights, trademark rights or property and proprietary rights, of the respective owners of such Intellectual Property. All rights in and to the Services are not expressly granted in these Terms and hereby reserved and retained by ProVantage.
- Your Proprietary Rights.
All users retain all ownership rights of any Content the user uploads or otherwise actively provides to ProVantage through the Services; provided, however, that you grant ProVantage (and our employees, agents, successors and assigns) a worldwide, irrevocable, perpetual, fully-paid license to use such Content in any manner reasonably necessary for us to operate, provide and improve upon the Services.
Subject to your compliance with these Terms (including all policies linked to it), ProVantage hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and any updates, modifications or enhancements to the Services solely for your own Internal Commercial Use.
“Internal Commercial Use” shall mean use of the Services by your employees in your internal business operations but does not include use or access of the Services by your clients, customers or contractors. Use of the Services (or any part thereof) for the benefit of others, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing or other means of providing service to any third party shall not be considered an Internal Business Use.
Any use of the Services not expressly permitted by this License is prohibited. Without limiting the generality of the foregoing, you shall not: (a) permit persons other than your employees to access or use the Services (or any part thereof); (b) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Services; (v) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Services; (d) violate any applicable laws, rules or regulations in connection with your access or use of the Services; (e) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of ProVantage or its affiliates, partners, suppliers or the licensors of the Services; or (f) use the Services for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by ProVantage.
Each user who accesses and uses our Services and ProVantage (collectively the “Parties”) shall keep in confidence all of the information maintained by the Service (“Confidential Information”). The Parties shall take reasonable care to prevent unauthorized disclosure or use of Confidential Information, but in any case, not less than the care it takes to protect its own Confidential Information. The parties shall not disclose Confidential Information to any person or entity other than its officers, employees, consultants, auditors and attorneys who need access to such Confidential Information, and who are subject to confidentiality obligations with such party. The parties shall return (or delete in case of electronic copies of such information) any and all Confidential Information, and all copies thereof, upon the other party’s request provided that (a) as to your active Service data and the Content contained therein, you may delete data per standard Service procedures, or only upon e-mail or other written instruction by your account administrator; and (b) as to backed-up Service data and the Content contained therein, such Service data and/or Content will be automatically deleted over time pursuant to ProVantage standard back-up procedures for the Service. The parties shall immediately give notice to the other party of any unauthorized use or disclosure of the other party’s Confidential Information.
ProVantage may disclose or report Confidential Information in limited circumstances where it believes in good faith that disclosure is required under the law. For example, ProVantage may be required to disclose Confidential Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request.
- Use and Storage
You acknowledge that ProVantage may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Services, the maximum size of any email message that may be sent from or received by an account on the Services, the maximum disk space that will be allotted on ProVantage’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You agree that ProVantage has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by the Services. You acknowledge that ProVantage reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that ProVantage reserves the right to modify these general practices and limits from time to time.
- Modifications to Service.
ProVantage reserves the right at any to modify, discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that ProVantage shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
- Term and Termination.
Your account shall be effective upon registration and thereafter shall continue on a month-to-month basis or annual basis, as applicable, until terminated as specified below. Once your account is terminated, you cannot use the Services. You may terminate your account with ProVantage at any time for any reason, with proper notice, thirty (30) days before your next billing cycle. You are responsible for properly cancelling your account. Proper notice requires canceling your account by clicking on the Settings tab and then clicking on the “close account” link. Any other form of notice will not be accepted. Closing your account stops payment and deactivates your account at the end of your billing cycle.
You agree that ProVantage may without prior notice immediately terminate your account and access to the Services. Such termination may be made in ProVantage’s sole and absolute discretion with or without cause. For illustrative purposes only, the situations in which ProVantage may terminate your account and access to the Services shall include, but not be limited to: (a) breaches or violations of the Terms or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Services (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) engagement by you in fraudulent or illegal activities; and/or (h) nonpayment of any fees owed by you in connection with the Services. Further, you agree that all terminations of Services shall be made in ProVantage’s sole and absolute discretion and that ProVantage shall not be liable to you or any third party for any termination of your account, or access to the Service.
Upon termination, all of your Content will be archived for ninety (90) days. This data can be deleted or supplied within the timeframe upon your request. Notwithstanding the foregoing, ProVantage will not provide you access to any data from your account if ProVantage believes that such data violates the rights of ProVantage or third parties.
- Geographic Restrictions.
ProVantage is based in the state of North Carolina in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with any and all applicable local, state, national or international laws and regulations regarding online conduct, acceptable Content and use of the Services. Specifically, you also agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country or jurisdiction in which you reside.
You acknowledge that ProVantage has not reviewed and does not endorse the content of all sites or services linked to or from the Services and is not responsible for the content or actions of any other sites, services or applications linked to the Services. Your linking to any service or site is at your sole risk.
- User Feedback.
We welcome any user suggestions to assist us in providing new information and services. While we will endeavor to review your suggestions, we may not be able to adequately respond to messages suggesting new ideas. You hereby agree that any idea that you may convey to us shall become our sole and exclusive property and that we will have no liability or responsibility for providing any credit, compensation or other consideration for any idea that you may send to us or for keeping such idea confidential. Such submissions may not be acknowledged and will not be returned.
You agree to indemnify and hold ProVantage and its subsidiaries, affiliates, officers, directors, shareholders, agents, attorneys, employees, partners, successors in interest, licensors and other representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of, or in connection with, (a) Content you submit, post, transmit or otherwise make available through the Services, (b) your use or access of the Services, (c) your connection to the Services, (d) your violation of the Terms, (e) your violation of any rights of another, and (f) any taxes arising in connection with your purchase or use of the Services in any jurisdiction, domestic or otherwise, including, without limitation, sales and use tax. Such indemnity shall include any costs and expenses incurred by us in any actions taken to enforce this indemnity. These obligations shall survive any termination of your account with ProVantage.
- Disclaimer of Warranty.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
PROVANTAGE uses or may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVANTAGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
PROVANTAGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES MAKE NO WARRANTY THAT: (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICESWILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROVANTAGTE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVANTAGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (c) UNAUTHORIZED ACCESS TO, OR ALTERATION, NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATING TO THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PROVANTAGE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (a) THE AMOUNT PAID, IF ANY, BY YOU TO PROVANTAGE FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (b) $100.
THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT PROVANTAGE HAD BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- General Terms.
Controlling Law and Jurisdiction. The Terms and any action related thereto will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to or application of the conflict of law provisions thereof or your state or country of residence. Users will resolve any claim, cause of action or dispute with ProVantage arising out of or relating to the Terms or the Services exclusively in the state or federal courts located in Wake County, North Carolina. Users agree to submit to the personal jurisdiction of the courts located in Wake County, North Carolina for the purpose of litigating all such claims.
Headings. Paragraph headings are solely for the convenience of reference and shall not be given any weight or effect in the interpretation or construction of the Terms.
Force Majeure. ProVantage shall not be liable for any losses arising out of the delay or interruption of the Services due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, internet services or network provider services, acts or omissions by a third party, infiltration or disruption of the Services by a third party, or other catastrophes or occurrences that are beyond ProVantage’s reasonable control.
Waiver and Severability. The failure of ProVantage to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of the Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the Terms will remain in full force and effect.
Attorneys’ Fees. You agree to pay any costs incurred by ProVantage in enforcing any provision of the Terms in the event of the initiation of any legal action or proceedings for such purpose, including but not limited to all court costs and reasonable attorneys’ fees.
Survival. All representations, warranties and Sections 5, 7, 10, 13, 17, 18, 19 and 20 in the Terms shall survive the termination of your account or access to the Services.
If you have any questions about these Terms, please contact us at:
ProVantage Corporate Analytics, LLC
130 Penmarc Drive, Suite 105
Raleigh, North Carolina
These Terms were last updated on: 7/24/2018