This Terms of Service ("TOS" or "Agreement") states the terms and conditions of Customer’s purchase and use of CMGR Services (“CMGR”, “Service”) ordered by Customer ("you", "your") and provided by Crowdstack, Inc. and/or its related entities, including Social Strata, Inc. ("Crowdstack", "we", "us", "our") via a specific plan ("Selected Plan").
I. Description of Service
We will provide CMGR Service to Customer. The specific number of hours of service to be provided by Crowdstack is set forth in a Plan Summary, to be agreed upon separately by you and us. Unless specifically agreed upon by both parties, work performed by us will occur during normal work hours and shall not include weekends or evenings.
- Crowdstack’s Responsibilities
- Ongoing review of communities to recommend and implement improvements and new engagement tactics.
- Moderating content according to the rules established by Customer.
- Assisting in on-boarding new members, as needed.
- Leveraging new features and assisting with community tasks.
- Assisting the community manager/owner with overall community management.
- Customer’s Responsibilities
- Provide direction to us about how their communities are to be managed and moderated.
- Be responsive to our resource questions.
- While our resources are availed to assist with activities on the Customer community site, Customer acknowledges that it maintains sole legal responsibility for the content on its site(s).
III. Fees and Payment Terms
Service fees are due in advance, payable either quarterly or yearly, as specified in the Selected Plan. The Service fees will increase by 3% per year, on the anniversary date of the Service Start Date, to account for inflation. Sales taxes may be assessed/collected, depending on your jurisdiction, based on tax laws in place at the time of billing. Read more about when we collect Taxes.
All payments to us are nonrefundable, without exception, even if Customer cancels the account prior to the end of the paid-through date. All charges are considered valid unless disputed in writing within thirty (30) days of the billing date.
Customer’s failure to fully pay any fees within fifteen (15) days after the applicable due date may result in suspension of the Service. Once an account is more than thirty (30) days past due, we may terminate the service completely, without notice. Accounts in default are subject to an interest charge on the outstanding balance equal to the lesser of 1.5% per month or the maximum rate permitted by law.
IV. Term and Termination
The Agreement shall remain in full force and effect until terminated by either party, subject to the terms of the Agreement. The initial term ("Service Start Date") will commence once the initial payment has been received by us.
- Cancellation by Either Party
We and Customer have the right to terminate the Agreement for any reason, so log as at least 30 days' notice is provided. A cancellation initiated by Customer must come from a verifiable account owner. If Customer cancels, there are no refunds for prepaid fees and the earliest effective date is the day after the current paid-through date. If we terminate the Agreement prior to the current paid-through period, a pro rata refund must be provided to Customer for prepaid service not rendered.
- Upon termination, the following will apply:
- Any termination of the Agreement shall not relieve Customer of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by Customer to us, as provided in this Agreement.
- Upon termination of the Agreement, the following sections shall survive and remain in effect in accordance with their terms: Sections IV through VIII.
V. Limitation of Liability
IN NO EVENT SHALL CROWDSTACK BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE (OR YOUR INABILITY TO USE THE SERVICE), EVEN IF CROWDSTACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CUSTOMER TO US UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE.
Customer agrees to indemnify and hold Crowdstack and its subsidiaries, related entities, affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Customer’s or Users’ content posted, use of the Service, or violation of any rights of another person or entity.
VII. Legal Disputes
In the event a legal dispute arises between Customer and Crowdstack, our goal is to provide Customer with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, Customer and we agree that any controversy or claim at law or equity that arises out of this Agreement or our Services shall be resolved by arbitration, in a court of law, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage Customer to contact us directly to seek a resolution.
VIII. General Provisions
- Force Majeure
We shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, including but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, power or other essential services, or interruption or termination of service by the service provider being used by us to link its servers to the Internet, or any malicious or unlawful acts of any third party.
- Independent Contractors
Crowdstack and its personnel, in performance of the Services, are acting as independent contractors and not as employees or agents of Customer.
- Waiver; Amendment
The failure of either party to enforce its rights under the TOS at any time for any period shall not be construed as a waiver of such rights. Except as expressly provided by the TOS, no term or condition of this TOS may be modified without the prior written consent of the parties.
Customer agrees that the terms of the Agreement are confidential, and shall not be disclosed to anyone other than the parties to the Agreement.
We reserve the right to transfer the Agreement or any right or obligation under the Agreement without Customer's consent.
- Governing Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of law principles. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Wyoming.
- Notice and Electronic Communications
Customer agrees that the Agreement constitutes "a writing signed by you" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Services ("Communications"), may be provided to Customer electronically and Customer agrees to receive all Communications from us in electronic form. Electronic Communications may be posted on the pages within the Crowdstack website and/or delivered to Customer email address. It is Customer’s responsibility to update all contact information, including email address. All Communications in either electronic or paper format will be considered to be in "writing." Notice shall be deemed given 24 hours after the email is sent. Alternatively, we may give Customer notice by mail. In such case, notice shall be deemed given 5 days after the date of mailing.
- Entire Agreement; Severability
This Agreement constitutes the complete and exclusive statement of agreement between the parties, and supersedes and merges all prior proposals and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Last updated June 10, 2020.