Standard Terms of Service
CrowdClix Platform

Last revised: January 2019

Acknowledgement

By registering to use the CrowdClix Services (including the CrowdClix platform), you acknowledge and agree that: (1) you read and understand these terms and conditions; (2) you have the authority to agree to the terms and conditions on behalf of your organization and/or your Customer (and you are over the age of 18); (3) your use and the use of your organization is solely for business purposes and not for any individual purpose; (4) your name, contact details and related information about you within your online CrowdClix account are accurate and shall be kept up to date; (5) you have all right and interest to provide data, including personal information, about your Consumers to CrowdClix; and (6) any data you supply, including personal information about your Consumers, to CrowdClix will be governed by our Privacy Policy [insert link], and that you have read, understood and accept those policy terms.

Definitions

Registrant: The Registrant is the entity or organization that registers to use the CrowdClix Services. Registrants may be Marketing Affiliates, Reseller Affiliates, Group Affiliates, or Customers, each of which is described below.

Marketing Affiliates: Marketing Affiliates are entities that provide the CrowdClix Service as one of several marketing tools. Marketing Affiliates can provide management services for a fee and help to craft marketing programs and offers.

Reseller Affiliates: Reseller Affiliates are entities who offer no management services to Customers, but who sign the Customers up for the CrowdClix service or provide a link for the Customers to sign up directly.

Group Affiliates: Group Affiliates are entities that have multiple business locations and/or can manage or control other business, such as through a franchise relationship or partnership.

Customers: Customers are the businesses, which are part of the CrowdClix network. These businesses may (i) provide offers; and/or (ii) redeem offers. The business may contract directly with CrowdClix or through an Affiliate described herein. The business may have its own customer list, which they input directly or access from an Affiliate.

Consumers: Consumers are the individuals who become part of the CrowdClix database. These individuals may be (i) customers of a particular business; (ii) members of a loyalty program; (iii) people who become customers of CrowdClix directly; (iv) otherwise known to a marketing entity.

CrowdClix Services: CrowdClix Services means and includes CrowdClix cross-promotional platform to create offers for consumers that CrowdClix provides in as a software format as well as other tools, software, customer support and products that CrowdClix may offer from time to time. With respect to any individual Registrant, the CrowdClix Services include only those services, software, tools, customer support or products the Registrant selects during the registration process.

Term, Renewals & Termination (including beta period)

Beta Period: The CrowdClix Services are offered in beta format. This beta period will last until CrowdClix publishes a notice that the beta period has concluded. CrowdClix will update these terms and conditions upon the conclusion of the beta period.

Commencement: These terms and conditions shall begin on the date Registrant registers to use the CrowdClix Services.

Termination Period: These terms and conditions will remain in effect perpetually unless the CrowdClix Services are terminated, as described below.

Cancellation of Services: To cancel the CrowdClix Services, Registrant must provide a written request for cancellation to the following address: 542 N Lewis Rd, Limerick, PA 19468. The written request must include: (i) the name of the organization that has registered for the Services; (ii) the date on which the request is made; (iii) the date on which the Services shall be terminated (subject to the paragraph below).

Date of Effect of Cancellation: Cancellation of the Services will take effect two billing cycles from the date that Registrant notifies CrowdClix of its request to cancel. As described more fully below, each billing cycle is on a monthly basis. As such, if the Registrant cancels the CrowdClix Services, the cancellation will take effect two (2) months later, and only on the last day of the billing cycle.

Termination by CrowdClix: CrowdClix may terminate this Agreement immediately upon notice to Registrant if: (i) Registrant fails to comply with any term or condition of this Agreement (including failure to pay monies when owed) and such non-compliance is not corrected to CrowdClix’s reasonable satisfaction within fourteen (14) days after written notice of the non-compliance; and/or (ii) Registrant is liquidated or dissolved, or becomes insolvent, or suffers a receiver or trustee to be appointed for it, or makes an assignment for the benefit of creditors or institutes or has instituted against it any proceeding under any law relating to bankruptcy or insolvency or the reorganization or relief of debtors. In the event of any termination of this Agreement, all sums owed to CrowdClix for unpaid invoice and/or services rendered shall become immediately due and payable without notice or demand.

CrowdClix Suspension: CrowdClix may suspend the provision of any CrowdClix Service immediately, and at any time if CrowdClix has reasonable grounds to suspect that a breach of these terms and conditions have occurred or are likely to occur. This clause does not limit CrowdClix other rights under this agreement.

Effect of Termination or Cancellation: Upon termination or cancellation of this agreement for any reason: (i) CrowdClix will cease performing any further CrowdClix Services for, or to, the Registrant; (ii) the Registrant must immediately cease using the CrowdClix platform and CrowdClix may immediately terminate the Registrant’s access to the CrowdClix platform; (iii) except in the case of a material breach, the Registrant will have the right to export the set of personal information about Consumers it supplied to CrowdClix.

Termination or Cancellation in Part. In the event a Registrant is a Marketing Affiliate or a Reseller Affiliate, this agreement and the provision of CrowdClix Services may be cancelled or terminated in whole or in part. If canceled or terminated in part, such termination will apply to only those Customers identified in the notice of termination or cancellation.

Price and Payment

Price: CrowdClix charges a monthly fee for the Services. The fee is assessed for each specific named businesses assigned to issue and/or allow its consumers to redeem offers.

For Clarity:

  • if the Registrant is a Marketing Affiliate, the Marketing Affiliate will be charged a monthly fee for each Customer it adds to the CrowdClix platform;
  • if the Registrant is a Reseller Affiliate, the Reseller Affiliate will be charged a monthly fee for each Customer it adds to the CrowdClix platform;
  • if the Registrant is a Group Affiliate, the Group Affiliate will be charged a monthly fee for each of the businesses, locations, or other associated entities it adds to the CrowdClix platform.

Payment: The specific monthly fee shall be noted during the registration process. Registrant agrees to pay CrowdClix the assessed fees immediately during the registration process. All Prices and any other fees and charges shall be in US dollars and all taxes due and owing will be noted during the registration process. CrowdClix may use a third party payment processor to collect and process payment.

Monthly Assessment: The monthly fee shall be assessed each month in advance and shall be collected by automated withdrawal using the account number provided during the registration process. In the event the Registrant is a Marketing Affiliate or a Reseller Affiliate, the monthly assessment will be made at different times for the different Customers added to the CrowdClix platform. In the event the Registrant is a Group Affiliate, CrowdClix may elect to assess the fees in bulk. The Registrant acknowledges and agrees that all charges may be assessed against the account number provided during the registration process and if the Registrant desires to change the account number it must do so in accordance with the account information profile contained in the CrowdClix platform.

Additional Charges: CrowdClix may assess additional fees for: (1) matters outside the Services, such as for SMS (text messaging services); and/or (2) each instance in which a Customer, i.e., a specific business, adds more Consumers to the CrowdClix platform in excess of the maximum number of Consumers allotted for each Customer. Additional fees, if any, shall be added to the monthly assessment.

Invoice: CrowdClix shall provide an automatically generated invoice to the Registrant each month, identifying the fees charged.

Third Party Pricing: An Affiliate may elect to charge its Customers fees for services, products or other things provided to its Customers. And, if so, CrowdClix shall have no control over, or input in, any such fees. The Affiliate must assess the fees to Customers, and collect payment from its Customers, separately from any fees assessed by CrowdClix to the Affiliate.

Default: Although all monies shall be automatically charged against the account number supplied, CrowdClix hereby notes that all amounts due and payable must be paid in full without set-off, counterclaim or any deduction whatsoever on or before the due date. If any payment due remains unpaid after its due date, CrowdClix may suspend or terminate the CrowdClix Services as described in the termination paragraphs of these terms and conditions. Additionally, CrowdClix may charge the Registrant interest the rate of 18% (eighteen percent) per annum on all sums overdue, from the due date to the date all such amounts are paid in full. CrowdClix shall also be entitled to charge the Registrant for all costs of recovery, including legal fees.

Offer and Marketing Campaigns

Standards: All offers and marketing campaigns made to Consumers using the CrowdClix platform must meet the following standards. The campaign must:

  1. comply with generally acceptable advertising standards;
  2. comply with technological specifications, if any;
  3. contain the right for each Consumer to opt-out of receiving additional campaigns;
  4. be directed only to those Consumers for whom the Registrant has a right to contact;
  5. be directed at, and sent to, individuals in the United States;
  6. comply with any third party substantive or technological requirements, if any; and
  7. comply with all relevant laws, regulations, codes and standards in relation to the campaign provided.

Limitations: Registrants may not use the CrowdClix Services and/or CrowdClix platform in any manner that contains, posts, shares or transmits any material that:

  1. is false, misleading, libelous, private or other disparaging content;
  2. is improper or unlawful;
  3. is defamatory, offensive, obscene or otherwise objectionable;
  4. breaches the confidence or privacy of any third party's rights;
  5. violates copyright, trademark or other intellectual property rights;
  6. is misleading or misrepresents the Registrant’s products or services; and/or
  7. causes damage to CrowdClix or brings CrowdClix into disrepute.

Warranty: Registrant hereby warrants that all content it uses in accordance with, or through, the CrowdClix Services will not result in any third party claim against CrowdClix at any time. And, if any such claim does arise, and without limiting CrowdClix’s other rights and remedies, CrowdClix may immediately suspend or otherwise disable Registrant’s access to the CrowdClix Services, which CrowdClix believes relates to any such claim.

No Agency and Relationship

No Agency: CrowdClix shall not act as the Registrant’s agent to perform any specific marketing tasks. As such, CrowdClix shall not provide any research, analysis, design, creative input, media placement, or any management services to any Registrant or to any Customer or Consumer.

No Relationship with Customers: As described above, by registering for the CrowdClix Services, the Registrant agrees to these terms and conditions. These terms and conditions create a binding contract between CrowdClix and the Registrant. No contractual relationship is formed between CrowdClix and any Customer. As such, any rights, obligations, liabilities and/or other matters that any Customer may have to, with or against the Registrant must be addressed to the Registrant. And, Registrant shall indemnify CrowdClix for any claim by any Customer or Consumer against or involving the Registrant.

No Agency and Relationship

The CrowdClix Services are provided in a software as a service format. The Registrant hereby agrees that:

  1. all use of the CrowdClix Services shall not cause, permit or allow any damage, interference with, or other harm to CrowdClix’s network, servers, systems, or other technological devices or any third party network or system connected thereto;-
  2. Registrant shall not use a robot, spider, scraper or other unauthorized automated means to access CrowdClix networks, servers, systems or other technological devices or any third party network or system connected thereto;
  3. Registrant shall cooperate with CrowdClix and comply with their reasonable requests from time to time in a timely manner;
  4. Registrant must not use the CrowdClix name, trademarks, brands or logos in any way without our prior written consent;
  5. Registrant may not distribute, copy, publicly display, transfer or otherwise share the CrowdClix Services with any third party;
  6. Registrant shall not alter, modify, enhance, adapt, reverse engineer, make works derived from the CrowdClix Services or attempt to generate or access the source code for the CrowdClix platform (or other tools, software or products), whether by converting, translating, decompiling, disassembling or merging any part of the CrowdClix Services with any other software;
  7. Registrant shall not, at any time during or after this agreement terminates, obtain any proprietary interest in relation to the CrowdClix platform or any of the products, software or tools CrowdClix owns. Registrant merely obtains a limited, non-exclusive license to use the CrowdClix platform as part of the CrowdClix Services in accordance with these terms and conditions and within the scope, duration and intended use requirements as stated in this agreement or as otherwise communicated by CrowdClix from time to time. CrowdClix shall continue to own all right title and interest in and to the CrowdClix platform (and all derivative works thereto).

Customer Service, Maintenance and Training

As stated above, the term CrowdClix Services shall include any customer service, updates, upgrades, bug fixes, maintenance (telephone, fax, email support; technical issues), training, customization, or any other support, CrowdClix may provide from time to time. Any support offered shall be detailed in a separate document, which may include scope, duration, type and times.

Privacy, Security & Confidentiality

Confidential Information: By virtue of this Agreement, the parties may have access to information that is confidential to one another (Confidential Information). Confidential Information shall include the CrowdClix platform and all other information clearly marked as confidential. A party’s Confidential Information shall not include information which: (a) is or becomes a party of the public domain through no act of omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; (d) is independently developed by the other party; or (e) is required to be disclosed by law or Court order.

The Registrant accepts that CrowdClix, including its officers, employees, contractors, have the right to view and use certain Confidential Information of the Registrant (which may include personal information) for the purpose of supplying the CrowdClix Services to Registrant which Registrant has ordered, or for administering the Registrant’s account with CrowdClix or in relation to this agreement. Any information which Registrant receives from CrowdClix and which is not in the public domain must be treated as confidential information, and must not be disclosed or otherwise used by Registrant (other than for your own internal business purposes in relation to this agreement) without CrowdClix’s prior written consent.

Nondisclosure: The parties agree, both during the term of this Agreement and for a period of five (5) years after termination or cancellation to hold each other’s Confidential Information in the strictest confidence and not to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each party shall limit access to the other party’s Confidential Information to its employees and agents whose responsibility require such access, and each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. Each party shall take at least the same precautions to protect the confidentiality of the other party’s Confidential Information as it takes to protect its own Confidential Information.

Consumer Information: The collection, maintenance and use of all personally identifiable and related information about, or in connection with, Consumers shall be governed by the privacy policy. [insert link] Registrant represents and warrants that its collection of all data pertaining to any Consumer is, and shall remain, in accordance with all laws and that Registrant has, and will continue to have, all right to collect, maintain and use that data. The collection, maintenance and use of data as described in this paragraph means and includes, without limitation, obtaining data, importing data into the CrowdClix platform, exporting data from the CrowdClix platform, sending marketing campaigns to the Consumers, identifying and transmitting information about Consumer’s opting-out of receiving campaigns and more. As described more fully in the indemnification paragraph, Registrant shall indemnify and hold CrowdClix harmless for any claims arising out of (either directly or indirectly) the collection, maintenance and use of information about Consumers.

Access Codes: CrowdClix will provide Registrant with password protected access to the online CrowdClix account and related online information about Registrant and the CrowdClix Services the Registrant has purchased. CrowdClix must keep all such passwords and other secret means of online access, safe and secure. If Registrant suspects any misuse of such passwords or other secret means of online access, then the Registrant must immediately contact CrowdClix. In the absence of any such notification from Registrant, CrowdClix shall be entitled to assume that anyone who uses the passwords or other secret means of online access has the authority to do so, and Registrant will be liable for all associated fees and charges CrowdClix incurred therewith.

Exclusions, Limitations & Indemnities

AS IS: During the beta period, and until such time as CrowdClix updates these terms and conditions, all use of the CrowdClix services shall be as is without any warranties of any kind.

Limitation: CrowdClix liability, including that of its officers, employees, contractors and agents, to Registrant, will always, whether for breach of contract, in tort, in equity or for any other cause of action whatsoever, be limited to the lesser of: a) the total fees and charges which Registrant paid to CrowdClix for CrowdClix Services purchased in the six-month period immediately preceding the date of the Registrant’s written claim, or the first claim if a series of related claims; or b) $5,000.

Indemnification: Registrant shall indemnify, defend and hold CrowdClix, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") by a third party arising out of Registrant’s use (or the use of any Registrant’s Customers, Consumers or otherwise) of the CrowdClix Services, products and/or platform in any manner that breaches this Agreement or otherwise arising out of materials or technology presented to Registrant by CrowdClix. Additionally, Registrant agrees to indemnify CrowdClix and its officers, employees, and contractors (together the “Indemnified Parties”) and hold them harmless against all loss, damage, cost or expense which any of the Indemnified Parties suffers or incurs because of a breach of these terms and conditions (or the Privacy Policy, or other related terms and conditions).

Exclusions: CrowdClix will not be liable to Registrant (or any Registrant’s Customers, Consumers or otherwise) in any way for any indirect or consequential loss, or any loss of profits, revenue, or loss of data or other content, and/or for any breach of this agreement by CrowdClix due to an event or circumstance that is beyond its reasonable control.

No Guarantee: In addition to the AS IS paragraph set forth above, due to the inherent uncertainties associated with providing any services online via the Internet and related computer systems, CrowdClix is unable to guarantee that the CrowdClix Services will be supplied uninterrupted and fault free.

Use of Third Parties: CrowdClix may, as part of the CrowdClix Services, supply Registrant with links to, or data from third party suppliers. Although CrowdClix will take reasonable steps to ensure the accuracy and completeness of such links and data, CrowdClix shall not be liable for any error, inaccuracy or omission in relation to such items.

General

Entire Agreement: This agreement constitutes the entire agreement between Registrant and CrowdClix. No other terms apply. All representations that may have been made by either Registrant or CrowdClix before these terms were agreed, and all other provisions which may otherwise be implied into this agreement by operation of law, are excluded from this agreement, but only to the extent permitted by law.

Variations: CrowdClix may vary the terms of this agreement at any time and such modifications shall apply immediately to all new Registrants and in the next billing cycle to current Registrants. Registrant agrees to accept all such variations subject to Registrant’s right to cancel (not renew).

Right to change term: Among other terms, CrowdClix in its sole discretion reserves the right to introduce a minimum term period of any CrowdClix Services. Notification of any intended minimum term period will be supplied in writing to Registrant and will take effect no sooner than 60 calendar days following the date of the Registrant’s next monthly invoice.

Disputes: If either Registrant or CrowdClix has any issues or concerns about this agreement or any of the CrowdClix Services, each party agrees to set those concerns out reasonably, in an email to the other party, after which both parties must use all reasonable endeavors to discuss or meet to try to resolve the issue amicably. This step must be taken before either party takes any other legal action, other than in respect of any monies Registrant owes, or in respect of any urgent interlocutory relief.

Notices: Registrant must send any notices to CrowdClix through the following link [insert]. CrowdClix must send notices to Registrant to the email address Registrant provided during the registration process or as modified through the account information contained in the CrowdClix platform.

No Assignment: The Registrant must not assign any of its rights of obligations under this agreement to any third party without CrowdClix’s prior written consent. CrowdClix may assign its rights or obligations under this agreement to any third party who purchases the whole or a substantial part of the business at any time. CrowdClix may do so without prior notice to Registrant, or the need to obtain Registrant’s consent. CrowdClix shall have no liability to Registrant for any reason from the date of any such assignment by CrowdClix.

Severance: If any of these terms are held to be invalid, unenforceable or illegal for any reason by a competent court or tribunal, the remaining terms will continue in full force and effect.

Governing Law & Forum: This agreement is governed by the laws of the Commonwealth of Pennsylvania and each party submits to the non-exclusive jurisdiction of the courts situated in the Commonwealth of Pennsylvania.

No waiver: No failure or delay on the part of either party to exercise any right or remedy under this agreement is a waiver of such right or remedy unless it is in writing and signed by the party purporting to waive its rights.