Terms of Use

Last Modified: September 8, 2023

Crelate.com (also referred to as “Crelate”, “we”, and “us”) is a website (the “Site”) and web services operated by Crelate Inc., used by businesses and individuals to improve the quality of their relationships with their current and prospective employees, partners and service providers. Users of the Site are bound by these Terms of Use, which cover the use of the Site and any of the services provided through that site, or otherwise operated by Crelate, and the Public and Private Content (collectively, the “Services”). You may not use the Services if you don’t agree with these Terms. This is a legally binding agreement between you and Crelate, so please take the time to read and understand the Terms. If you have questions, you can email us at [email protected]. We reserve the right to enforce the Terms by limiting your access to the Services, up to and including permanent Termination of your Account. We also reserve the right to change the Terms at any time. The latest Terms can always be found at www.crelate.com/terms.

Using the Service / Acceptable Use

You can use Crelate by:

• accessing any Content (as defined below) available for free and without registration on our Site (the “Public Content”),
• Subscribing to an Account, which allows you to access Private Content. “Private Content” consists of:
  • Content provided by Crelate and other third parties which is restricted to paid Subscribers only
  • Customer Content (as defined below) created and configured by Users within your Account, and available only to Users within your Account.

People who visit our site without subscribing to our Services are considered “Visitors” while those who Subscribe to Private Content are called “Subscribers.” Whether or not you are a Visitor or Subscriber, you are considered a “User.”

When using the Crelate Services, you may not use the Services in any of the following manners:

• in any way that is against the law, including but not limited to activity such as gambling, piracy, child pornography, or the violation of copyright, trademark, or intellectual property laws,
• for the purpose of reverse engineering, copying, hacking, or otherwise modifying or competing with the Service;
• for the purpose of sending unsolicited email, SMS, or text (spam) messages, or for transmitting any viruses, worms, or other malicious or destructive code;
• in any way that compromises
• for the purposes of, or while, impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• in any way that attempts to circumvent any billing mechanism that measures or meters your use of the Services;
• to stalk and/or harass another;
• to harm minors in any way;
• to resell the Services without prior written permission of Crelate;
• by forging headers or otherwise manipulating identifiers to disguise the origin of any Content posted on or transmitted through the Service;
• in a manner that misleads a third party into believing that he or she is interacting directly with Crelate, the Services, or a third party that you do not have permission to represent;
• in a way that engages in any chain letters contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);
• by using any Crelate domain name as a pseudonymous return email address;
• in any manner that could damage, disable, overburden or impair any Crelate server or the networks connected to any Crelate server, or compromise the ability of other users to access the Services;
• to market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Crelate;
• to transmit another’s intellectual property or other proprietary or confidential information without such owner’s or licensor’s permission.

Content

“Content” means any and all information, data, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials. “Customer Content” means any Content provided, imported or uploaded to, or otherwise used by you or on your behalf with the Services. You represent and warrant that any Customer Content shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (d) contain any viruses, worms or other malicious computer programming codes able to damage the Services, any third party content, or other data of the Services; or (e) otherwise violate the rights of a third party. Crelate is not responsible for any Content created by you or any other User, and will not be responsible for any objectionable material or ensuring your use of the Services meets any applicable law or regulation.

Crelate reserves the right to remove any Public or Private Content stored in the Service that we determine, in our sole discretion, is objectionable or violates these Terms. However, we do not have a responsibility to remove objectionable content. Examples of objectionable content include content that is pornographic, libelous, defamatory, obscene, or otherwise unlawful.

Support

Subscribers can access our email support by contacting [email protected]. While we strive to reply to all support requests within 24 hours, we do not make any guarantees regarding our response times. Additional support is available based upon your Subscription Plan.

Subscribing to the Service

To become a Subscriber, you must register with us. In order to Subscribe to the Services:

• You must be an actual human being, aged 13 years or older. We do not provide Subscriptions to bots or other programs, and our Services are not designed for children.
• You must register with a correct full name and valid e-mail address.
• For Subscriptions requiring a fee, you must provide a valid credit card and billing address. This includes Subscriptions with Trial or Promotional Periods, which will require payment at the end of the Period unless you cancel your Subscription. Access to the Services is billed in advance and is non-refundable, except as provided for in this Agreement.

If you are the first (or only) person registering within your organization, we will create both an Organization and an Account. Organizations are used to group Accounts that belong to the same entity, for example, all the employees of the same company.

Accounts:

• have a username, which will be your email address,
• are protected by a password you choose,
• belong to an Organization

Organizations:

• group Accounts
• allow for the sharing of Private Content within the Organization
• have at least one Account designated as an Administrator.

You are responsible for any action taken under your Account, and all Customer Content posted using your Account, even if you are not the one accessing the Account. Except as specifically provided for in this agreement, you are responsible for protecting the confidentiality of any non-public authentication credentials (including passwords) and the confidentiality of your Customer Content. Having multiple people access the Services with the same Account is prohibited, so you should not share your password with any other Users. Each User must register for a new Account.

Subscriptions are billed to the Organization and in support of the Organization’s business. For that reason, you may not have the Accounts of people from different companies or other entities grouped into a single Organization, unless you would like that Organization to be responsible for the payment of all Accounts and all Accountholders are using the Services in support of the Organization’s business.

Subscription Plans

Crelate offers several Subscription Plans. If you already have a Subscription with us, thank you for being our customer! If you aren’t a current customer, please contact us for additional information.

All Subscription Plans will have two qualities:

• the Period, which is how long you are subscribing for (typically a year, multiple years).
• the Level, which determines:
  • the features of the Service your Organization can access,
  • any usage limits, including bandwidth, number of records, and size of the database
  • the type and amount of support provided beyond the standard Support
  • the price per Period

In addition, some Plans may include Trial or Promotional Periods, for which you will either not be billed, or billed at a discount, depending on the offer.

For Subscriptions Plans with any form of discount, Crelate at its sole discretion reserves the right to reduce, limit or disable features or feature capabilities, this may include, but is not limited to capabilities that either 1) allocate credit or costs based on usage or on a per user or per organization basis or 2) are yet to be developed. Discounts apply only to the first term and automatically expire upon renewal.

Your use of the Services is limited by your Subscription Level. You may not attempt to exceed or circumvent the limits placed on your Subscription. In addition, if your bandwidth or transaction usage significantly exceeds the average usage of other Users of the Services, we may, at our sole discretion, place limits on your bandwidth usage until it reverts to a more normal level. We will strive to do this in a manner that does not interfere with your usage of the Services, but we are not obligated to do so.

In addition, some Services require additional registrations that will be sent to you upon execution of an agreement. Failure to complete registration forms could result in degraded service until completed and processed.

Changing Your Subscription

You may change your Subscription Level at any time.

If you raise your Subscription Level (upgrade), we will immediately charge you the difference between your current Level and your new Level, prorated for the number of calendar days remaining in your Period. Future Periods will be billed at the new Level.

If you lower your Subscription Level (downgrade), the downgrade will become effective on the first day of the next subscription period.

Changing your Subscription Level may result in loss of Content and/or features, and it is your responsibility to understand the limitations of your selected Subscription Level. Crelate will not be liable for any consequences of changing your Subscription Level.

Changing Numbers of Accounts

You may add or remove the number of registered Accounts in your Subscription. New users will be billed immediately at a prorated amount to the end of your subscription period. A decrease in users will be treated as a Cancellation for the purposes of each user; and will be removed at the end of the Subscription Period.

Payment

Access to the Services is billed in advance and is non-refundable. If cancelled at any point during the term, no proration shall be credited to the account, nor refund given. Once payment is received, you will have access to the Services for that Subscription Period, provided that you do not violate the Terms.

If the credit card on file with your account is no longer valid or payment is otherwise refused or uncollectible, we reserve the right to limit access to your Account, up to and including Termination, at our sole discretion.

All payments to Crelate will be made in United States Dollars, unless otherwise agreed to in an contract or offered through the Service. Payments are quoted exclusive of any taxes. You are responsible for all sales taxes, use taxes, value added taxes, withholding taxes, and any other similar taxes imposed by federal, state local or foreign governmental entities on the transactions contemplated by this Agreement, excluding taxes based solely upon Crelate’s net income.

Crelate reserves to the right to immediately send any past due amount to collections and any 3^rd party collection charges will be added to Your amount due. Any past due balance may be charged interest at the lesser of 1.5% per month or the maximum rate allowed by the prevailing state law.

Renewal

All Subscriptions will automatically renew, for the same term length, subject to the following conditions:  

• Any discounts, co-investments, or similar reductions in the original price, are one-time and do not renew.  
• For renewals, an annual innovation price enhancement may be applied, not to exceed the greater of either 7% or the prevailing US Customer Price Index (CPI) rate.  

• Subscriptions are automatically renewed and billed on a recurring basis per the Period of the Subscription. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed by the Terms of Use available on our website on the date on which your Subscription is renewed (the “Renewal Terms”). 

Example: An Annual Subscription that was started on the 5th of January, will automatically renew and be billed again on the 5th of January the following year and then each year thereafter unless the Subscription is canceled by the Customer in accordance with those provisions. 

Cancellation and Termination

If you do not agree to any Renewal Terms, you may decline to renew your Subscription by providing written notice 30 days prior to Full Term Subscription renewal date with the cancellation effective at the conclusion of the Full Term. Notice may be provided by emailing [email protected] or submitting a support ticket through the application. No credit will be issued to the account for any unused portion of the subscription, nor refund provided and any future payment obligations are also subject to the above terms as of the contract Effective Date.  

Example: A Twenty-Four month Subscription started July 5th, 2022, will have a full term subscription renewal date of July 5th, 2024. Any written cancellation notice must be given no later than June 5th, 2024, with the cancellation being effective July 4th, 2024. 

It is your responsibility to copy any of your Customer Content before your cancellation is completed. You are able to produce exports of various elements of your data in an Excel format at any time directly through the application. Once your account is canceled, we reserve the right to delete your Customer Content at any time. 

If, in our sole discretion, we determine that you have violated our Terms of Service we reserve the right to Terminate your account and make no commitments or warranties to preserve your Customer Content. Unless, again in our sole discretion, the violation involves illegal behavior or behavior or use of the Services that could compromise other Subscribers, we will attempt, but do not guarantee, to notify you of the Termination of your account and provide you read-only access to the site for 30 days to copy your Customer Content before we erase it, 

Note that any payments to job boards or other third parties through our service are not refundable under any circumstances. 

Marketplace Partners

Crelate may offer the option to purchase additional products and services from range of 3rd parties (our “Marketplace Partners”). These products are supplied by third parties. Crelate does not provide the product ourselves and the contract and terms associated with the purchase and use of such products and services will be directly between the Customer and Marketplace Partner. Crelate is not responsible for the performance, availability, or support of Marketplace Partner offerings.

Contact Data Enrichment

Crelate offers a Contact Data Enrichment product. By choosing to use this feature you agree to the additional Acceptable Data Use for data provided by this service (“Enriched Data”), specifically the following activities and uses of the Enriched Data are prohibited:

• To encourage, enable or participate in any illegal, fraudulent, abusive, or similar activities.
• In connection with credit granting, credit monitoring, account review, debt collection, eligibility for credit, or insurance to be used primarily for personal, family or household purposes or in connection with assessing risks associated with existing credit obligations. Or in connection to insurance underwriting, renting of real property, or for the purpose of evaluating someone for promotion, reassignment, retention. Or in connection with the determination of a persons eligibility for license or other benefit that depends on an applicant’s financial responsibility or status. Or in connection with the evaluation of potential investor or services, for the valuation of or assessment of credit or prepayment risks associated with an existing credit obligation. Or in connection with any information, service or product sold or delivered to a “Customer” (as the term is defined in the FCRA) that constitutes or is derived in substantial part from a Customer Report. Or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. Sec 1681 et seq (“FCRA”)), Federal Trade Commission interpretations of the FCRA, and similar federal and state statutes.
• For any form of debt collection or similar activity.
• Directly as the sole source of data for hard background check purposes.
• For a government benefit, or service.
• For any evidentiary purpose related to law enforcement or criminal prosecution.
• For any government defense or military intelligence purpose.
• For all Government customers, no government agency buying, selling or repurposing Enriched Data to government customers may use the Enriched Data for any eligibility decision pertaining but not limited to assistance to natural persons for housing, food, energy, health care, licensure, education, medical costs or any other form of government assistance or benefit. For any purpose prohibited by any and all applicable data privacy and security laws, including the General Data Protection Regulations (“GDPR”) and California Customer Privacy Act (CCPA).

Data for this service may be provided by one or more 3rd parties. Crelate does not verify the accuracy of correctness and completion of such enrichment data. Crelate makes no guarantee on the quality or availability of the data provided by this feature.

Posting to Job Boards

Crelate provides direct posting to both free and paid job boards (“Third Party Boards”); provided, however, Crelate agrees that it will not post any of your listings, postings or other data or Customer Content on any Third Party Board without you requesting such postings by using the posting features of the system. Since we do not control these Third Party Boards, we cannot provide any guarantees about them, including their efficacy or performance. In addition, any purchases made through Crelate for paid job boards are final and non-refundable at the time of purchase. Finally, by using our Service to post Customer Content, including job openings, job descriptions, etc., you agree that the Customer Content will meet both these Terms and any Terms of Use, Service or other rules or guidelines required by the Third Party Board. You also agree to be bound in all respects to the terms and conditions of Third Party Boards (“Third Party Board Terms”), and indemnify and hold harmless Crelate for any violation of Third Party Board Terms that you may have performed using the Crelate Service.

Text Messaging

Crelate offers Text Messaging and Telephony capabilities via integration partners (“Texting Integration Partners”). Texting Integration Partners require that you also abide by various terms and conditions of the telecommunication carries such as Verizon, TMobile, AT&T and others (together “Telecommunication Carriers”). By choosing to use this feature you agree to the additional acceptable data use for any data, text or attachment sent or received by this service (“Customer Texting Content”), you agree that the Customer Texting Content will comply with both Crelate Terms for Customer Content and any terms of use, acceptable use, or other policy, rule, or guideline required by the Texting Integration Partners or any downstream telecommunication carriers. You also agree to be bound in all respects to the terms and conditions of Texting Integration Partners and Telecommunication Carriers and will indemnify and hold harmless Crelate for any violation or fee resulting from your usage, misuses, or lack of usage of a Texting Integration Partner and Telecommunication Carriers service.

Specifically, you agree that your Customer Texting Content will not violate any rules prohibited by Telecommunication Carriers, including but not limited to:

• Content Related
  • Promotional messages on toll-free numbers;
  • Phishing messages that appear to come from reputable companies but in fact trick consumers into revealing personal information;
  • Fraud or scam messages that involve wrongful or criminal deception intended to result in financial or personal gain;
  • Deceptive marketing messages that do not meet the standard held by the Federal Trade Commission’s (FTC) Truth In Advertising rules
  • H.A.F.T. (sex, hate, alcohol, firearms, and tobacco) content, including sensitive content such as:
    • Betting-related content — game bet, lucky draw, etc.
    • Debt restructuring/refinancing offers
    • Debt relief offers
    • Payday loan offers
    • Home loan offers
    • Education loan offers
    • Insurance quotes (unsolicited)
    • Earn money from home job offers
  • Usage Related
    • Ignoring opt-out or unsubscribe requests;
    • Spreading messages across multiple numbers, URL cycling or any other technique designed to evade or circumvent any reputation, anti-fraud or anti-spam systems.

Telecommunication Carriers impose a variety of surcharges, fees and penalties for the use and misuse of their services. You are responsible for all fees, penalties, or surcharges imposed by the Telecommunication Carrier. Fee and penalties rules change frequently, and Crelate will in its sole discretion, make reasonable effort to communicate those changes to you.

Finally, depending on their requirements, you may be required to register with Telecommunication Carriers via the 10DLC program. This program is subject to change, without notice and at the discretion of the Telecommunication Carriers. You are responsible for compliance requirements, fees, and maintenance of your 10DLC program registration, vetting, and maintenance.

Your Privacy Responsibilities

Crelate is committed to the principles of the EU-U.S. Privacy Shield Framework and protecting the privacy of its users and their data. For Crelate Subscribers that maintain the personal data of EU-citizens (“Individuals”) or are based in countries governed by the GDPR or other country-specific privacy regulations you agree and acknowledge that Crelate is a Data Processor acting on your behalf and that you are a Data Controller. As such, as a Subscriber, you:

• Agree that you are solely responsible for your own compliance with the GDPR and any other applicable privacy regulation;
• Agree to respond to privacy related requests made by Individuals or by Crelate at the request of an Individual, Data Protection Authority, or other similar agency in a timely and compliant manner;
• Acknowledge that Crelate does not give legal advice or training related to GDPR or other privacy regulations;
• Agree to hold Crelate harmless and to indemnify Crelate for any and all matters or disputes rising out of or related in any way to your compliance with the GDPR or other privacy regulation

Failure to comply with Your Privacy Responsibilities, or to maintain your required level of compliance with the GDPR may, at Crelate’s sole discretion, constitute a violation of these Terms of Service.

Privacy

We collect two kinds of information from our Users:

• Personally Identifiable Information, or PII. This kind of information can identify you, for example your name, address, billing information, and email address.
• Non-Personally Identifiable Information, or Non-PII. This kind of information does not identify you. Some types of Non-PII we may collect are your computer’s IP address, your web browser, and which features of the site you are using. We may also collect aggregated information about the usage of the Service, including, for example, the number of jobs posted with a particular job title, or the number of jobs posted in a specific geographic area. Any aggregated information shall only be collected (a) across all data in the system, and (b), in a manner that eliminates the ability to tie any such data to a particular client or client record.

We may use cookies and other technologies to track your non-PII.

We use PII for the purpose of providing Crelate Services to you. This includes:

• Providing access to your Subscription
• Contacting you with important information such as changes to our Terms of Use, Privacy Policy and Subscription Services.
• Informing you of new products and services available from Crelate.

We agree that we will not share your PII with any third parties without your prior consent or authorization, except in cases where we rely on third parties to provide the Crelate Services.

We use non-PII to improve our Services and to further understand our customers in the aggregate. We may share your non-PII with third-party analytics companies who help us understand how Users use our site,

Crelate reserves the right to share both PII and non-PII in an anonymous and aggregated form at it’s discretion.

Confidential Information

Crelate and Client acknowledge that Confidential Information may be disclosed to the other party during the term of this Agreement. “Confidential Information” means any confidential or trade secret information disclosed by one party to the other party, verbally or in writing, including but not limited to the terms of this Agreement, customer or client lists, product plans, technology, systems, business processes and any other financial, sales, marketing or business information that is not (a) disclosed in public materials or otherwise in the public domain through no action or disclosure by the receiving party; (b) lawfully obtained from a third party without any obligation of confidentiality; (c) lawfully known to the receiving party prior to disclosure by the other party; or (d) independently developed by the receiving party without reference to the disclosing party’s Confidential Information. Confidential Information of Client includes the Customer Content, PII and non-PII. Confidential Information of Crelate includes any non-published discounts, terms, or special pricing provided to Client. Except as otherwise expressly provided in this Agreement, each party will treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, including but in no event less than a reasonable degree of care. The receiving party will use the Confidential Information of the other party only for the purposes set forth in this Agreement and, except as expressly set forth herein, will not disclose any Confidential Information to any third party. Upon expiration or termination of this Agreement for any reason, or upon request by the disclosing party at any time, receiving party will destroy all copies of the other party’s Confidential Information then in its possession within 60 days.

Intellectual Property

All Public Content authored by Crelate, Inc., as well as the look and feel of the Crelate Service, is copyright by Crelate, Inc. All rights reserved. You may not copy or reuse any portion of the code (HTML/CSS, Jscript, etc.) or any design elements without permission, which must be granted in writing from a corporate officer of Crelate, Inc.

Any Public Content submitted by you or any other third party remains the intellectual property of the submitter. By submitting Public Content to the site, you agree that we have permission to display the Content and that other Users will have the right to view your content under the Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License.

All Customer Content remains your intellectual property to the fullest possible extent. You provide Crelate a non-exclusive, worldwide, royalty-free and fully paid license to use your Customer Content solely for the purpose of providing you the Service. Crelate will use commercially reasonable security measures to protect Customer Content against unauthorized disclosure or use.

Crelate does not sell, assign or transfer any Intellectual Property Rights used or developed by Crelate in the performance of any services for any Services for any User or Subscriber.

We have registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “Act”). We reserve the right to remove any Content on the Site which allegedly infringes another person’s copyright.

If you believe we are hosting materials that infringe on your copyright, please provide DCMA notice to us at [email protected].

Limited Warranty

We represent and warrant that (a) the performance of this Agreement does not and will not conflict with, violate, or result in a breach of any provision of any other contract or agreement to which we may be bound, and that we have all necessary rights and permissions to provide the Services offered herein; (b) Crelate’s services and the use of the Services by you hereunder does not infringe upon or misappropriate any third party patent or other intellectual property rights; (c) we do and will continue to comply with all applicable laws in connection with our performance of the Services under this Agreement; and (d) the Services will perform substantially as described in applicable user documentation. If Crelate’s Services fail to meet this limited warranty, we will, at our option and as your exclusive remedy, either (1) return the price paid for the Services or (2) correct the Services within 30 days to meet the limited warranty.

While we strive to make the Crelate Services the best we can, we cannot make any warranties of any kind that are not expressly spelled out in this agreement. The Services are provided “As-Is”. To the extent any remedy is stated, this Agreement defines and provides your sole and exclusive remedy and our sole and exclusive liability.

We are not warranting that the Site will perform in any specific way or meet any of your needs. You are solely responsible for testing the Crelate Services for efficacy in any environment and for any task where you choose to apply them. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including, but not limited to, merchantability, fitness for a particular use, non-infringement, and security are disclaimed and excluded.

We also do not warrant any specific uptime or performance of the Services, including backups of Customer Content. There are many factors beyond our control that may limit or otherwise compromise your access to the Services, including failures of our hosting provider (currently Microsoft Azure), failures of internet service providers, and technical complications with your equipment and internet access.

This limited warranty does not cover problems caused by accident, abuse by a user of the Services in a manner inconsistent with our Terms of Use, published documentation, guidance, or resulting from events beyond our reasonable control.

Crelate does not take any responsibility for, or endorse or recommend, any Public Content provided by you or any third party, through the Service. We can remove this Content at any time.

Any support or professional services provided to you either as a User or Subscriber are provided on an “as-is” basis and your sole recourse in the event that you are unsatisfied with those services is Cancellation of your Subscription as described herein.

Defense of Claims

Crelate will indemnify you against any claims made by an unaffiliated third party that our Services infringe on any trade secret recognized under the Uniform Trade Secrets Act or any United States copyright of that third party (a “Crelate Indemnified Claim”) Notwithstanding the foregoing, Company shall have no obligation under this section or otherwise with respect to any infringement claim based upon (a) any Customer Content, (b) your combination of the Services with Customer content or your business processes, (c) your redistribution of the Service to, or use for the benefit of, an unaffiliated third party, (d) any use of the Service not in accordance with these Terms of the documentation, (e) Company’s conformance to your specifications, (f) any use of the Service in combination with other products, equipment, software or content not supplied by Crelate, or (g) any modification of the Service by any person other than Crelate or its authorized agents.

If we reasonably believe that a Crelate Indemnified Claim may bar your use of the Services, then at our sole discretion we will attempt to either obtain the right for you to continue using the Services, or modify and replace the Services with a functional equivalent and notify you to stop using the previous version. If these options are not commercially reasonable, we may terminate the agreement and refund any amounts paid for an unused Subscription Period.

You will indemnify Crelate against any claims made by an unaffiliated third party that any Customer Content, or services you provide using Crelate’s Services, directly or indirectly infringes on a third party’s patent, copyright or trademark or makes unlawful use of its trade secret, or (2) arises from a violation of Acceptable Use as defined in this Agreement.

This indemnification and defense commitment shall not apply to third party claims arising out of the negligent acts or omissions of any indemnified party.

Each party must give written notice to the other of any claims promptly after receipt thereof. The party seeking protection must provide reasonable assistance and cooperation in connection with the defense of the claim. The party providing protection will have the right to control the defense or settlement of the claim, however, the party seeking protection shall have the right to participate in, but not control, any litigation for which indemnification is sought with additional counsel of its own choosing, at its own expense.

Limitation of Liability

OTHER THAN WITH RESPECT TO THE INDEMNIFICATION PROVISIONS CONTAINED HEREIN AND IN THE CASE OF GROSS NEGLIGENCE OR WILLFULL MISCONDUCT OF A PARTY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES RENDERED (REGARDLESS OF THE FORM OR ACTION, WHETHER BY CONTRACT, WARRANTY, TORT AND/OR OTHERWISE) EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER IN THE PREVIOUS 12 MONTHS TO CRELATE FOR SERVICES RENDERED UNDER THIS AGREEMENT.

TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CRELATE, OR ITS SUPPLIERS, BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH CRELATE’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICE OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF CRELATE HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL CRELATE BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

Entire Agreement and Enforcement

By using the Services, you agree that you intend for this agreement to be binding upon you to the fullest possible extent. To that end, if any one or more of these Terms of Service are determined to be unenforceable, in whole or in part, for any reason, you agree that the remaining provisions shall continue to be valid and enforceable. In addition, if we fail to enforce any provision of these Terms, you shall not construe it as a waiver or limitation of our right to enforce and compel strict compliance in the future.

These Terms, unless otherwise agreed to in writing, constitute the entire agreement between the parties, and supersede all prior or contemporaneous communications between the parties (whether written or oral) relating to the use of the Services. You are not relying on any representations or commitments made by Crelate that are not contained in these Terms in your decision to use the Services.

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law’s provisions. The parties hereby agree that the federal and state courts of Delaware shall have exclusive jurisdiction over any dispute arising out of these Terms.

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Customer agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the section titled Limited Warranty.

Updated 07/29/22 – Updates to Contact Data Enrichment data usage by governments. Explicit clarification of our existing discount policies.

Updated 10/22/21 – Minor clarification in Entire Agreement and Enforcement.

Updated 06/16/20 – Minor grammatical error fixed.

Updated 02/26/20 – Minor clarification in Entire Agreement and Enforcement.

Updated 12/5/22 – Updated Cancellation and Termination as well as Payment sections

Updated 9/8/2023 – Minor clarification on Renewal section and example added for Cancellation