Customer Terms of Service
These Customer Terms of Service (the “Customer Terms”) is a legally binding agreement that describes the rights and responsibilities of an individual user or entity (the “Customer”, “you”, and “your”) when accessing and using Customer-specific services (the “Services”) through the following online platforms and the related software applications (collectively, the “Platforms”):
“Events by HelloCrowd” available at https://www.hellocrowd.net (“EVENTS”);
“&Team” available at https://www.andteam.com (“&TEAM”); and
“Learn by HelloCrowd” available at https://www.learn-app.io (“LEARN”).
The Platforms are owned and operated by HelloCrowd, Inc. having a registered place of business at 967 Hymettus Ave., Encinitas, CA, 92024, the United States of America, and a business registration number 36-4833456 (“we”, “us”, and “our”).
Please read the Customer Terms carefully. By using the Services, you agree to be legally bound by these Customer Terms. If you do not agree with one or more provisions of these Customer Terms, please do not use the Services or contact us to express your concerns.
We are grateful you are here.
TABLE OF CONTENTS
First Things First
Ownership and Proprietary Rights.
Term and Termination.
About the Services
The Platforms are intended for use by businesses and organizations and not for consumer purposes. The Services provided through the Platforms include the following types of services:
EVENTS is designed to make it easy for event professionals to publish fully featured mobile applications for their events. Once published, event attendees can access important event-related information, communicate with other attendees, and participate in Q&A and live polling sessions.
HIRE is a talent acquisition platform that allows hiring managers to use science and AI to make better hiring decisions in a fraction of the time. Unique behavioral tools help to match candidates with the best talent in an organization. HIRE provides a superior candidate experience with unique tools that surface relevant jobs for candidates.
LEARN is a learning and development marketplace that allows employees to find and book training from verified training vendors. Our powerful verification and reporting tools make it simple for organizations to understand and track their enterprise development and learning budgets to ensure their compliance with relevant regulations.
Other Relevant Terms
Other terms that include important provisions regarding the use of the Platforms are:
User Terms of Service (the “User Terms”);
Acceptable Use Policy; and
Other terms and conditions made available by us at and through the Platforms.
First Things First
These Customer Terms form a part of a binding contract
These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (as defined below) together form a legally binding contract (the “Contract”) between the Customer and us. These Customer Terms apply only to the Customer, an individual or entity, who has entered into the Contract with us. If you have not entered into the Contract with us, other terms and conditions, such as the User Terms of Service or Vendor Terms of Service, may apply to your use of the Platforms.
Concluding the Contract
You enter into the Contract on the basis of these Customer Terms and other applicable terms and conditions at the moment you register a user account (the “Profile”) on one of the Platforms, purchase subscription(s), or make use of free trials. You acknowledge your understanding of the then-current Customer Terms and conclude the Contract on behalf of the Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.
Concluding the Contract on Behalf of an Organization
You can enter into the Contract either as an individual or an entity. By entering into the Contract on behalf of an entity (e.g., the organization in which you are an employee or have other professional affiliation), you guarantee that you have the right and the necessary authorization to do so.
The Customer Data
By using the Services, the Customer may submit content or information regarding the Services, such as resumes, messages, files, and other types of Customer-generated content (collectively, the “Customer Data”), and the Customer may exclusively provide us with instructions on what to do with it. For example, the Customer may provision or deprovision access to the Services, enable or disable third party integrations, and manage permissions, retention and export settings. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all of the Customer Data, please review the Help Center pages for more information about these choices and instructions.
If the Profile is created on behalf of an entity and the functionalities of the Services permit it, the Customer may authorize individuals to use the Profile on behalf of the Customer (the “Authorized Users”). In such an event, the Customer shall (a) inform any Authorized Users of all policies and practices that are relevant to their use of the Platforms, the Services, and of any settings that may impact the processing of the Customer Data and (b) ensure the transfer and processing of the Customer Data is lawful.
Subscriptions commence when we make them available to the Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Customer for a specified term and is personal to that Customer.
We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, the Customer may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date. Check out our Help Center pages for additional information on using the Services.
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If the Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Feedback is Welcome
The more suggestions our customers make, the better the Platforms become. If the Customer sends us any feedback or suggestions regarding the Platforms, there is a chance we will use it, so the Customer grants us (for itself and any persons acting on behalf of the Customer) an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to the Customer. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
We may use third-party software integrations to facilitate the functioning of the Platforms, provide the Services and support our business activities (the “Third-Party Integrations”). The Third-Party Integrations are not our services and we do not warrant or support them. If permitted by applicable law, any use of such Third-Party Integrations remains solely between the Customer and the respective provider of the Third-Party Integrations.
Please be mindful that some of the Customer Data may be disclosed to the providers of the Third-Party Integrations for their intended purposes. The disclosure of the Customer Data containing personal data to the providers of the Third-Party Integrations will be subject to the prior authorization of the Customer and strictly limited to what is necessary for the functionality Third-Party Integrations. The processing of personal data will the carried out in accordance with the data processing agreement concluded by the respective provider of the Third-Party Integrations and us. Some of the providers of the Third-Party Integrations that act as data processors are mentioned in the list of our Processors and Sub-processors.
Use of the Services
The Customer must comply with the Contract and ensure that its Authorized Users also comply with the terms and conditions of the Contract. We may review the Services for compliance purposes, but we have no obligation to do so. We are not responsible, to the maximum possible extent provided by the applicable law, for the types and content of any Customer Data or the way the Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Customer or any Authorized Users remain solely responsible for complying with our Acceptable Use Policy and any applicable laws when using the Services and uploading, managing, and using the Customer Content. Minors. The Services are not intended for and should not be used by anyone under the age of 16. The Customer must ensure that all Authorized Users are over 16 years old.
Internet connection. The Customer is solely responsible for using high-speed secure Internet connection for itself and its Authorized Users to access and use the Services.
Our Removal Rights
If we become aware of any infringement of the Customer Terms, the Contract, or any applicable laws, we will take an immediate action to address the infringement. If we believe that the infringement can be remedied by the Customer, we will, in most cases, ask the Customer to take direct action for resolving the issue rather than intervene. However, as a last resort, we reserve the right to directly step in and take what we determine to be appropriate action, if the Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
The Fees. For Customers that purchase our Services, the applicable fees (the “Fees”) are specified on the Platforms, at the “check-out”, in the Order Form(s), or communicated personally — and must be paid in advance. The Fees remain valid as long as they are indicated on the Platforms. For more information about the Fees applicable to each of the Platforms, please visit:
Change of the Fees. We reserve the right to change the Fees at any time with or without a prior notification to the Customer. For the Customer that has previously concluded the Contract, no then-current Fees will be changed, unless a 30-days prior notice has been sent. The then-current Fees will apply until the end of the then-current subscription term. The changes of the Fees will become effective as of the first subscription renewal cycle that occurs after the 30-days notice sent to the Customer.
Refunds. Payment obligations are non-cancelable and, except as expressly stated in the Contract or any applicable laws, fees paid are non-refundable.
Taxes. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”). The Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, the Customer will reimburse us for such withholding tax.
Payment processing. All payments related to the Services, including the Fees, will be processed directly by us or by our Third Party payment processor, Stripe, Inc. having an address at 510 Townsend Street, San Francisco, CA 94103, the United States of America (the “Third Party Payment Processor”). The official website of the Third Party Payment Processor is https://stripe.com. You agree that we shall not be liable if the Third Party Payment Processor declines or refuses your payment. You also agree not to hold us liable for payments that do not reach the correct account because you have quoted incorrect payment information. The Third Party Payment Processor may collect from you payment information, which will allow it to make the payments requested by you. The Third Party Payment Processor handles all the steps in the payment process on its website, including data collection and data processing.
Any credits that may accrue to Customer’s account (from a promotion for example), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued on a free subscription plan will expire if the free subscription plan is not upgraded to a paid plan within ninety (90) days of accrual, unless otherwise specified. For more information on credits, please see the Help Center.
Downgrade for Non-Payment
If any Fees owed to us by the Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any Fee-based Services to free subscription plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue.
Notwithstanding the second paragraph of the “Providing the Services” section below, the Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionalities of the Services, including a potential loss of access to the Customer Data, as illustrated by comparing the plans in the Pricing Guide.
Providing the Services
Customer isn’t the only one with responsibilities; we have some, too. We will: (a) make the Services available to Customer and its Authorized Users as described in the Contract; (b) comply with all applicable laws, including applicable data protection laws; and (c) not use or process the Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be provided in compliance with applicable laws and include the use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.
Be assured that (a) the Services will perform materially in accordance with our then-current Help Center pages; and (b) subject to the “Third-Party Integrations” and “Downgrade for Non-Payment” sections, we will not materially decrease the functionality of the Services during a subscription term. For any breach of this section “Providing the Services”, Customer’s exclusive remedies are those described in the sections titled “Term and Termination”.
Keeping the Services Available
As further described in our Help Center pages, for some of our Services, we also offer specific uptime commitments paired with credits, if we fall short. In those cases, the credits will serve as what the lawyers call liquidated damages and will be Customer’s sole remedy for the downtime and related inconvenience. For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide the Customer with advance notice (e.g., through the Platforms), if we think it may exceed five (5) continuous minutes.
Processing Customer Data
We act as a data processor (i.e., the entity that processes personal data on behalf of the data controller) with regard to the personal data submitted by means of the Customer Data, whereas the Customer acts as a data controller with regard to the Customer Data. As a data processor, we have certain obligations when processing personal data. We will make sure that we comply with our obligations. Such obligations include:
Implementing appropriate technical and organizational security measures for protection of personal data and data subject’s rights;
Not engaging other processors (sub-processors) without prior specific or general written authorization of the controller;
Having a data processing agreement concluded with the controller (our Data Processing Addendum;
Processing personal data only under the documented instructions of the controller;
Ensuring that persons authorized to process the personal data have committed themselves to the duty of confidentiality;
Assisting in responding to data subjects’ rights regarding their personal data;
Complying with controller’s requests regarding erasure, modification, and return of personal data; and
Collaborating with the controller.
Protecting Customer Data
The protection of the Customer Data is a top priority for us so we will maintain appropriate administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Practices page. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of the Customer Data by our personnel. Before disclosing the Customer Data to our third party service providers, we will ensure that the third party maintains, at a minimum, appropriate data protection practices for maintaining the confidentiality and security of the Customer Data and preventing unauthorized access to the Customer Data. We will make sure that the security measures taken by third party service providers are in-line with the security practices implemented by us. Also, we carefully select third party service providers to ensure that they adhere to the highest data protection and information security standards and, if necessary, seek prior authorization from the Customer to engage such third party service providers. Some of the third-party service providers that act as data processors or sub-processors are listed on the page of our Processors and Sub-processors.
The liability of the third party service providers for handling the Customer Data will be subject to the applicable laws. Our liability with regard to the Customer Data will be limited to the maximum extent provided by applicable law, including e-commerce laws and data protection laws.
The Customer (not us) bears sole responsibility for adequate security, protection and backup of the Customer Data when the Customer Data: (a) is not in our possession; (b) is in Customer’s or its representatives’ or agents’ possession or control; or (c) when the Customer chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Services. We are not responsible, to the extent permitted by applicable law, for what Customer’s Authorized Users or Third-Party Integrations do with the Customer Data.
The HelloCrowd Extended Family
We may leverage our employees, those of our corporate affiliates and third party contractors (the “HelloCrowd Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the HelloCrowd Extended Family’s compliance with our obligations under the Contract. The functions of the HelloCrowd Extended Family shall be limited to the specified services and duties for which they are engaged. All reasonable expenses thereof shall be borne by us. Unless otherwise provided by applicable law, we will be responsible and liable for the HelloCrowd Extended Family’s compliance with our obligations under the Contract. Our liability with regard to the HelloCrowd Extended Family is subject to the section “Limitation of Liability” of these Terms.
If the services provided by the HelloCrowd Extended Family include processing of the Customer Data, the engagement of the HelloCrowd Extended Family will be subject to the prior authorization of the Customer and the processing of the Customer Data will be subject to the data processing agreement concluded between the respective HelloCrowd Extended Family and us.
Ownership and Proprietary Rights
What’s Yours Is Yours
As between us on the one hand, and the Customer and any Authorized Users on the other, the Customer will own all Customer Data. Subject to the terms and conditions of the Contract, the Customer (for itself and all of its Authorized Users) grants us and the HelloCrowd Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display the Customer Data, and any Non-HelloCrowd Products created by or for the Customer, only as reasonably necessary: (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by the Customer. The Customer represents and warrants that it has secured all rights in and to the Customer Data from its Authorized Users as may be necessary to grant this license.
And What’s Ours Is Ours
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to the Customer and its Authorized Users a non-sublicensable, non-transferable, non-exclusive, limited license to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
Term and Termination
Term of Customer Terms
These Customer Terms enter into force upon conclusion of the Contract and remain valid until terminated or updated by us.
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
Termination for Cause
We or the Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach.
The Customer is responsible for its Authorized Users, including for any breaches of the Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by the Customer or its Authorized Users in violation of the applicable law.
Termination Without Cause
The Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide the Customer with thirty (30) days prior written notice.
Effect of Termination
Upon any termination for cause by the Customer, we will refund the Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, the Customer will pay the fees covering the term for which the Services were provided prior to the effective date of termination.
Data Portability and Deletion
We are custodians of the Customer Data. During the term of the Contract, the Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and the Customer has different retention options, the Customer acknowledges and agrees that the ability to export or share the Customer Data may be limited or unavailable depending on the type of the Services plan in effect and the data retention, sharing or invite settings enabled.
Following termination or expiration of the Contract, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, securely delete all Customer Data in our systems or otherwise in our possession or under our control. Please review our Security Practices page for more information on how Customer itself can initiate deletion.
Representations and Disclaimer of Warranties
The parties to these Customer Terms represent and warrant that they have validly entered into the Contract and have the legal power to do so. The Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of the Contract and the User Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE PLATFORMS, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE PLATFORMS AND THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, AND EXCEPT FOR PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER AND LIABILITIES RELATED TO DATA PROTECTION OBLIGATIONS, INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, COMPLIANCE WITH APPLICABLE LAWS, FRAUD, MISCONDUCT, BREACH OF CONFIDENTIALITY, AND GROSS NEGLIGENCE, CUSTOMER’S OR THE HELLOCROWD EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
OUR LIABILITY REGARDING OUR DATA PROTECTION OBLIGATIONS IS LIMITED TO THE HIGHEST EXTENT PERMITTED BY APPLICABLE DATA PROTECTION LAWS. IN THE COURSE OF OUR ROLE AS A DATA PROCESSOR, OUR LIABILITY WILL BE LIMITED TO THE DAMAGES CAUSED BY OUR FAILURE TO COMPLY WITH APPLICABLE DATA PROTECTION LAWS OR FOLLOW OR ACT UPON THE INSTRUCTIONS OF THE CUSTOMER.
IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE HELLOCROWD EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL APPLY TO THE EXTENT PERMITTED BY THE APPLICABLE LAW.
The Services support logins using single sign-on authentication (“SSO”), which is known to reduce the risk of unauthorized use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to the Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of SSO. Additionally, the Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of its Authorized Users. We will not be responsible for any damages, losses or liability to the Customer, Authorized Users, or anyone else, if such information is not kept confidential by the Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Customer Terms between the parties, and the parties have relied on these limitations in determining whether to enter into the Contract and the pricing for the Services.
Our Indemnification of Customer
We will defend the Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against the Customer”), and will indemnify the Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against the Customer in connection with or as a result of, and for amounts paid by the Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) the Customer Data or Third-Party Integrations; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API).
The Customer must provide us with prompt written notice of any Claim Against the Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter.
This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the HelloCrowd Extended Family for, any Claim Against the Customer.
Customer’s Indemnification of Us
The Customer will defend us and the members of the HelloCrowd Extended Family (collectively, the “HelloCrowd Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Customer Terms, the Contract, or the User Terms (a “Claim Against Us”), and will indemnify the HelloCrowd Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a HelloCrowd Indemnified Party in connection with or as a result of, and for amounts paid by a HelloCrowd Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us.
We must provide the Customer with prompt written notice of any Claim Against Us and allow the Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter.
This section states your sole liability with respect to, and the HelloCrowd Indemnified Parties’ exclusive remedy against the Customer for, any Claim Against Us.
Limitations on Indemnifications
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
The Confidential Information
Each party (the “Disclosing Party”) may disclose confidential information to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information (the “Confidential Information”). The Confidential Information of the Customer includes the Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential.
Notwithstanding the above, the Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of the Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of the Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Services; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Services.
Nothing above will prevent either party from sharing the Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations.
Compelled Access or Disclosure
The Receiving Party may access or disclose the Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
Without limiting the foregoing, please review the Data Request Policy available for details on how requests may be made for the disclosure of the Customer Data and how we will handle those requests.
If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The sections titled “Feedback is welcome,” “Non-HelloCrowd Products,” “Our removal rights,” “A condition of use,” “Payment terms,” “Credits,” “Third-Party Integrations,” “What’s yours is yours …,” “And what’s ours is ours,” “Effect of termination,” “Data portability and deletion,” “Representations; Disclaimer of warranties,” “Limitation of liability,” “Our Indemnification of Customer,” “Customer’s indemnification of us,” “Limitations on indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General provisions,” will survive any termination or expiration of the Contract.
Upon Customer’s consent, the Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. The Customer may withdraw its consent at any time by sending us an email to firstname.lastname@example.org and stating that it does not wish to be used as a reference.
Neither us nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationships; No Third-Party Beneficiaries
We and the Customer are independent contractors. Neither the Customer Terms nor the Contract creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us and the Customer. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Customer Terms and the Contract will be sent by email, although we may instead choose to provide notice to the Customer through the Services (e.g., an in app modal or push notification).
Notices to us should be sent to email@example.com except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to firstname.lastname@example.org. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material changes to the Customer Terms or the Contract, we will provide the Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with the Profile or by messaging the Customer through the Services and ask the Customer to provide consent to the amended Customer Terms. If the Customer disagrees with any of the modifications of the Customer Terms, the Customer shall contact us without undue delay and express its concerns. If the Customer wishes to terminate the Contract as a result of the modifications of the Customer Terms, the termination of the Contract will be subject to the section “Effect of Termination” of these Customer Terms.
The Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract.
The materially revised Customer Terms and the Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If the Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Customer Terms or the Contract will constitute a waiver of that right. No waiver under the Customer Terms or the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Customer Terms and the Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Customer Terms or the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Customer Terms or Contract will remain in effect.
Except with respect to the HelloCrowd Extended Family, neither us nor the Customer may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
Notwithstanding the foregoing, either party may assign the Customer Terms or the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
The Customer will keep its billing and contact information current at all times by notifying us immediately of any changes.
Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party.
In the event of such a termination by the Customer, we will refund the Customer any prepaid fees covering the remainder of the term of all Subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
The Customer Terms and the Contract will be governed by the laws of the State of California, the United States of America.
Any disputes arising out of or related to the Customer Terms and the Contract will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract.
In any action or proceeding to enforce rights under the Customer Terms or the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by the Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer-Specific Supplement that apply to the Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Customer Terms.
Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
Please feel free to contact us if you have any questions. You may contact us by using the following contact details:
Email: email@example.com, firstname.lastname@example.org (for legal notices)
Email of our DPO: email@example.com
Phone: +1 201 574 1903
Post address: HelloCrowd, Inc, 967 Hymettus Ave,Encinitas, CA, 92024, United States