Terms of Service | Crofter Tree

Updated: January 17, 2021

Welcome to the Crofter Tree Streaming Media Platform operated by Crofter Tree LLC, www.croftertree.com, hereafter “the Platform”, “website” or the “Site”. By purchasing information, a product or a service (“Products” or “Service”) from Crofter Tree LLC (the “Company” “us” “our” or “we”), you are agreeing to be bound by these terms of service (also referred to as the “Terms of Use” “Terms and conditions” or “Terms”) without modification. Please read these Terms carefully before continuing to use the Platform. If you (“Customer”, “Client”) do not wish to abide by these Terms, then you may click away at any time. Your continued use and enjoyment of the Platform indicates that you consent to these Terms and Conditions.

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

THIS AGREEMENT CONTAINS A DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. YOU MAY NOT USE OR ACCESS OUR SITE IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

Privacy

Your continued use of this Website indicates that you have read and approved of the way we collect and store your private information as stated in our privacy policy, which is incorporated into this agreement by reference. A link to our full privacy policy can be found at the bottom of any page on the Website.

Electronic Communications

Sending or receiving electronic mail to or from the Company constitutes electronic communications. By purchasing a Product or Service from the Company, you consent to receiving electronic communications from the Company and any of its employees, representatives, agents, independent contractors, coaches, affiliates or any other person or entity associated with Crofter Tree LLC. You further consent and agree that any and all agreements, notices, disclosures, and other related communications that we may provide to you electronically or via the Site will satisfy any legal requirement that such communications be in writing.

Impermissible Uses

If you would like to do any of the following with any content on our Site, you must have our express written consent:

Use our content for any and all commercial purposes, including selling or licensing printed or digital versions of our content, including posts, articles, videos, podcasts, etc.
Create a “derivative work” as defined by the United States Copyright Act;
Reproduction or duplication of any content on the Website for commercial purposes;
Modification of any content on this website, unless said content is specifically and expressly made available for modification;
Redistribution of content of the Website, unless content is specifically and expressly made available for redistribution;
From time to time, we may utilize various plugins, widgets, or other software that will allow sharing of content via social media, email or other methods. Use of these tools does not constitute any waiver of our intellectual property rights. Use of these tools is a limited license to republish the content of our website on approved social media channels, so long as you do not alter the content, including images, and give full credit to Crofter Tree LLC;
You shall not conduct any systematic or automated data collection activities, including, but not limited to scraping, data mining, data extraction or data harvesting on or in relation to the Website without our express written permission;
You shall not use the Website to transmit or send any unsolicited commercial communications;
You must not use the Website for any third-party marketing without our express written permission or consent;
Although we would like to, we do not permit the re-posting of our posts or articles in their entirety. This is because Google and other search engines may penalize our website for publishing duplicative content. Google often can’t tell which site hosts the original, so we risk getting penalized if we grant this permission;
Finally, we cannot allow the translation and/or publication of our work in a language other than English.

Permitted Uses

Notwithstanding the same, you are permitted to use the materials purchased for your own personal and/or business use only. You are not permitted to sell, transfer, copy, create derivative products, or use the products in any way that is not permitted by law. If we discover that you are using the products in a way that is not consistent with these Terms, we reserve the right to discontinue your use of the Service.

Copyright

The design, content, images, and all other components of the Site are copyrights owned by Crofter Tree LLC or other third parties. Accordingly, they are protected by the United States and international copyright laws. You may not use or republish any information, content, images or other related data from this website without our express written permission.

Developed Software

The Company owns, solely and exclusively, all right, title and interest in and to the software built by the Company using the Platform (“Developed Software”) for any third party owner/operator (“Operator”); including Roku, Apple and Google (except for Customer (“You”) Content embedded in or distributed through the Developed Software).

Submission to Operators; Agent Designation. All Developed Software submitted through the Platform will be subject to review and approval by the applicable Operator prior to being made available for distribution and/or sale. Company will act as agent of Customer to submit Developed Software to applicable Operators.
Rejection. Company will notify Customer promptly if any Developed Software is rejected by an Operator and Company will provide Customer with relevant information (if any) received regarding the reason(s) for rejection as provided by the Operator. Company will promptly make any and all necessary modifications to address any technical or other rejection based solely on the fault of the Company and then promptly resubmit the Developed Software. If the reason for rejection is due to any Customer Materials or Customer’s configuration of the Services, Customer and Company will cooperate to make any modifications to Customer Materials for the purposes of obtaining Operator approval and Company will resubmit the Developed Software to any applicable Operator. If a Developed Software is rejected again upon re-submission Company and Customer will cooperate to determine how to best proceed.
No Guarantee. Customer acknowledges that the Operator review and approval process is outside the control of the Company and Company make no representations, warranties or guarantees regarding (i) the applicable review, approval or response times; the design, development or functional parameters; or any other requirements or criteria required by Operators in connection with the review and approval process; (ii) that any Developed Software will be approved or made available by any Operator on any Platform; or (iii) that any Developed Software previously approved will not be subsequently disapproved, rejected and/or otherwise removed from the applicable Platform.
Updates. From time to time, the Company may make updates, and/or add additional functionality available in connection with the Services (each an “Update”). Certain functions of the Developed Software may be modified as a result of such Updates and may not be available to End Users unless such End Users downloaded the required Updates. Company reserves the right to update, supplement, modify any or all functionality contained within the Services, including any Developed Software, at any time without notice provided that no such modification materially diminishes the functionality of any Developed Software. Any such modification that materially diminishes the functionality of any Developed Software shall require the prior notification to the Customer detailing changes to the impacted functionality.
Platform Parity. While the Company tries to maintain parity where desirable and/or feasible, there are intrinsic differences between platforms (such as Roku and AppleTV), both in capabilities and user interface design guidelines provided by platform Operators. In that, there may be differences and/or limitations of technical capabilities in all the Developed Software between different platforms.

Your Account

In order to access and use the Products, the Customer must register a unique username and password combination (“User Credentials”) and provide certain additional information, including but not limited to, contact information and applicable payment information (collectively, a “User Account”). Customer represents that all information submitted in connection with the User Account is truthful and accurate and Customer is responsible for maintaining and updating the accuracy of such information.

By using and accessing this Platform, you understand and agree that you alone are responsible for maintaining the confidentiality of your account, your username and your password, and for restricting access to your computer while you are logged into the Platform. You further agree not to provide or share your login information to any other person or entity to use or access the Platform. You agree to accept sole responsibility for any copying, dissemination, or plagiarism of the content of this course that ultimately originates from your user account, whether by your fault or as a result of the theft or misappropriation of your account. You shall not share, assign, sell or otherwise transfer your account to any other person or entity. The Company reserves the right to terminate your account, refuse or cancel your services, or remove or edit the content available to you in the event that we determine you have violated the requirements of this section.

Term, Payment, Renewal

General Terms. The Platform offers different levels of paid services (any such services, a “Plan”). By signing up for a particular Plan, you agree to pay the monthly or annual subscription (“Term”) fees indicated for that particular level of service and any setup or termination fees that may apply to that Plan. Payments will be charged on a pre-pay basis on the day you sign up for a Plan and will cover the use of that service for a monthly or annual subscription period as indicated. Prices will not change during the Term, but are subject to increase at the commencement of each additional Term at the sole discretion of The Company.

Automatic Renewal. Unless you notify The Company before the end of the Plan Term that you want to cancel a Plan, your subscription will automatically renew. If pricing changes for a Plan to which you are subscribed, The Company will notify you before your subscription is set to renew. You authorize Crofter Tree LLC to charge any then-applicable fees to your credit card or other payment method The Company has on file for you.
Late Payments. If payment of any fees is not made when due, a late fee shall accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law and Customer will pay all reasonable expenses of collection which shall include reasonable attorneys’ fees.
Refunds or Credits. Refunds are offered on a pro rata basis. If a Plan is terminated by the Customer before the Term is complete, the customer will be obligated to pay for only the pro rata portion of the Plan Term that has been delivered. If a Plan is terminated by the Company due to violation of this agreement, no refund or credit shall be provided to the Customer.
Taxes. Each of Company and Customer will be responsible for paying any taxes, duties, or fees for which it is legally responsible. If and to the extent any payment hereunder is subject to value-added taxes, goods and services taxes, sales and use taxes or similar taxes, the applicable payee will provide the payor with a valid tax invoice separately stating such taxes.
Termination. This Agreement may be terminated under the following conditions:
- By Customer: Plans can be cancelled at any time by contacting customer support at support@croftertree.com. Customer agrees to pay any associated cancelation fee with the Plan. Payment failures will result in the cancellation of your Plan.
- By Company on fifteen (15) days notice to Customer if Customer fails to pay properly invoiced and undisputed Fees when due, or upon thirty (30) days notice if Customer otherwise materially breaches any provision of this Agreement and Customer does not cure such failure within such thirty (30) day period after receiving such notice from Company.
- By Company if customer is identified as a repeat copyright infringer in accordance with our DMCA policy. A repeat infringer is defined as a customer with three (3) verified claims against them in a one year period or five (5) verified claims against them for the life of their account with Crofter Tree LLC.
- On notice by either party, if the other party files a petition of bankruptcy, makes an assignment for the benefit of its creditors, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors and such proceeding is not dismissed or discharged within sixty (60) days after being commenced.

Consulting Term, Payment, Renewal

Each Consulting Engagement entered into with Crofter Tree LLC is defined in a separate contract specific to the consulting engagement and giving specific Service Level Agreements, Payment Structures, Fees and Terms for the Consulting Engagement. The contract for the consulting engagement is in addition to this Terms of Service.

Termination/access restriction

The Company reserves the right, in its sole discretion, to terminate your access to the Site, Platform and the related services or any portion thereof at any time, without notice.

Responsibility of Contributors

By using and accessing this Platform, you understand and agree that If you post material to the platform, post links to the platform, or otherwise make (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the Content of, and any harm resulting from, that Content or your conduct. The Company considers such Content as non-confidential and non-proprietary. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using the Platform, you represent and warrant that your Content and conduct do not violate this Agreement.

The Company does not claim ownership of the materials you provide to the Platform or www.croftertree.com (including feedback, reviews, and suggestions) or post, upload, input or submit to any Company Site or our associated services (collectively “Submissions”). However, by submitting Content to the platform for inclusion on any developed software provided by the company, you grant the company a perpetual, fully paid-up, unrestricted, irrevocable, world-wide, royalty-free, and non-exclusive license to use, reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your account and platform developed software. If you delete Content, the company will use reasonable efforts to remove it from your developed software, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, the company has the right (though not the obligation) to, in the company’s sole discretion, (i) refuse or remove any content that violates any Company policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the platform to any individual or entity for any reason. The company will have no obligation to provide a refund of any amounts paid by the respective user.

You warrant that you have or have been granted the right to use any materials or Content in connection with using the Platform. You hereby agree at your own expense to defend or, settle, any claim or action brought against the company its contractors, licensors, and their respective directors, officers, employees, and agents to the extent it is based on a claim that the Content, infringes any patent, copyright, or any trade secret of a third party. Furthermore, you will indemnify and hold the company harmless from and against damages, costs and fees reasonably incurred (including reasonable attorneys’ fees) that are attributable to such claim or action.

User Generated Content and Inappropriate Content

In conjunction with your use of our Site, you agree not to upload, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation. We reserve the right to terminate your receipt, transmission, or other distribution of any such material using our Site or Services, and, if applicable, to delete any such material from its servers. We also intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any other applicable laws.

THE COMPANY IS NOT RESPONSIBLE FOR USER GENERATED CONTENT

You agree and understand that you may be held legally responsible for damages suffered by other Website Users or third-parties as the result of your remarks, information, feedback or other content posted or made available on the Platform that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, the Company is not legally responsible for, nor can it be held liable for damages of any kind arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the Platform.

Developed Software and Software Content Sales

Obligations to Subscribers. If Customer offers a paid subscription to End Users, Customer will be responsible for such subscriptions, including but not limited to any related warranties, deliverables, liabilities, taxes or payment terms and Company shall have no responsibility for such subscriptions.
Third Party Disclaimers. The distribution, administration, reporting, accounting, availability and sales of any Developed Software or distribution of Materials via the Platform, may be controlled, handled, processed and fulfilled by Third Party Processors. Accordingly, certain obligations regarding such distribution, administration, reporting, accounting, availability and sales functions may be governed by Third Party Terms entered into between Customer and such Third Party Processors. Accordingly, except as otherwise expressly set forth herein, Company makes no warranty or guarantee, and accepts no responsibility or liability for the subject matter of any such Third Party Terms or the actions or omissions of any Third Party Processors. Pursuant to the foregoing, Company may provide tools and services that allow Customer to export Materials to Operators including, but not limited to Facebook, Twitter, LinkedIn, YouTube, and Slack by linking Customer’s User Account to Customer’s third party accounts with all applicable Operators. By linking Customer’s account to any of these Operators, Customer provides consent to Company to transfer Materials to those Operators subject to the terms and conditions of this Agreement and applicable Third Party Terms. If Customer elects to offer for sale any content within any Developed Software, or place any dynamic video, display or other types of advertisements in the Developed Software or through any other Output, the revenue generated by the foregoing will be subject to the applicable terms and conditions of the Operator.

Attribution

The Company reserves the right to display attribution links such as ‘Powered by CrofterTree.com,’ theme author, and font attribution in your app footer or toolbar. Footer credits and the CrofterTree.com toolbar may not be altered or removed regardless of upgrades purchased.

Responsibility of Visitors

The Company has not reviewed, and cannot review, all of the material, including computer software, posted to the Platform, and is not responsible for that material’s content, use or effects. By operating the Platform, Crofter Tree LLC does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Platform may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Platform may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, rights of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. The Company disclaims any responsibility for any harm resulting from the use by users of the Platform, or from any downloading by those user of content there posted.

Confidentiality

“Confidential Information” means all non-public information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure, including the existence and the terms and conditions of this Agreement (including pricing and other terms), non-public Customer Materials, Data (except for Anonymized Information), End User Data, Personal Identifiable Information (“PII”), business and marketing plans, technology, software, source code and technical information, product designs, tools, templates, processes, methodologies, know-how, business and analytical processes, and pricing models. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without use of, knowledge of, or reliance upon the Confidential Information as demonstrated by written documentation; or (iv) is received from a third party on a non-confidential basis without breach of any obligation owed to the Disclosing Party. The foregoing exceptions shall not apply to PII to the extent required by applicable law. The burden of proving these exceptions to the confidentiality and use provisions of this Agreement resides with the Receiving Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own information of a confidential nature which in no event shall be less than a reasonable degree of care. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party contests the disclosure. Receiving Party will promptly report any suspected, actual or alleged breaches of this provision to Disclosing Party and cooperate with Disclosing Party in its efforts to mitigate the damage of such suspected, actual or alleged breach. Upon any termination or expiration of this Agreement, or upon the Disclosing Party’s request at any time, the Receiving Party shall return, or at the Disclosing Party’s option, destroy, all of the Disclosing Party’s Confidential Information under its possession or control and shall promptly certify such return or destruction in writing.

Third-Party Services

Certain products, services and functionality made available via the Platform are provided by third party websites and organizations. By using the Platform, you acknowledge and consent that the Company may share your personal information and data with any third party with whom the Company has a contractual relationship to provide the requested product, service or functionality on behalf of the users and customers of Crofter Tree LLC.

Third Party Links

This website contains a number of links to third party vendors, resources, and information. You understand and agree that the websites that these links direct you to are, unless otherwise noted, not owned, operated, or controlled by Crofter Tree LLC. You represent and warrant that you have read and agreed to the privacy policies, legal disclaimers and terms of use for each of these websites. We assume no control or liability over the content contained or business practices of any third-party websites that are linked to in the Site. You expressly hold the Company and its owners, officers, affiliates, vendors, employees, and contractors harmless from any and all liability related to your use of any third-party related websites.

Third-Party Accounts

From time to time, you may be able to connect your Platform account to certain third-party accounts. By connecting your Platform account to a third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature.

Content Posted on Other Websites and Services

The Company has not reviewed, and cannot review, all of the material, including computer software, made available through the services and webpages to which Company developed software and websites links, and that link to CrofterTree.com. The Company does not have any control over those non-Company services, websites and applications, and is not responsible for their contents or their use. By linking to a Third Party service, website or application, Crofter Tree LLC does not represent or imply that it endorses such website or application. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Company disclaims any responsibility for any harm resulting from your use of Third Party services, websites, webpages and applications.

International Users

The Platform is controlled, operated and administered by Crofter Tree LLC from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws in your jurisdiction. You agree that you will not use the Platform in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Copyright Infringement and DMCA Policy

In order to protect our Customers from possible copyright infringement, we have put in place certain legally mandated procedures to manage alleged violations of copyright laws that may occur on our Site. Please visit our DMCA Policy link which can be found at the bottom of each page on the site to view and read more about our Digital Millennium Copyright Act (“DMCA”) takedown policies and make an infringement claim. Our DMCA policy is expressly incorporated into this Terms of Use by reference.

Intellectual Property

This Agreement does not transfer from Crofter Tree LLC to you, any Company or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Crofter Tree LLC. Crofter Tree LLC, CrofterTree.com, the CrofterTree.com logo, and all other trademarks, service marks, graphics and logos used in connection with the Platform, are trademarks or registered trademarks of Crofter Tree LLC or the Company’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Platform may be the trademarks of other third parties. Your use of the Platform grants you no right or license to reproduce or otherwise use any Company or third-party trademarks.

Company Ownership; License. The Company owns, solely and exclusively, all right, title and interest in and to the Services, Developed Software (except for Customer Content embedded in or distributed through the Developed Software) and Company Content. Company hereby grants Customer a non-exclusive, non-assignable, non-transferrable (except as otherwise expressly set forth herein) license during the Subscription Term to utilize the Services and the Company Content as set forth herein, including to distribute and display Materials to End Users through the Platform and to gather Data (including End User Data) from and through the Platform, subject to any usage limitations or restrictions set forth in this Agreement, or any Third Party Terms.
Customer Ownership; License. Except as subject to any Third Party Terms, Customer owns, solely and exclusively, all right, title and interest in and to the Customer Materials. Company shall only use Customer Marks as a part of the Developed Software and Outputs or with Customer’s prior written approval in each instance. Notwithstanding the foregoing, Customer hereby grants Company a license to use and reproduce the Customer Materials, solely during the term of this Agreement and solely in connection with the Platform, including to embed the Customers Materials in and distribute the Customer Materials through the Developed Software or Services. Further, Customer hereby grants Company a perpetual, irrevocable, worldwide, fully-paid license to exploit, for any legal purpose, any Data collected by Company that does not contain or constitute any Confidential Information of Customer (“Anonymized Information”).
Mutual Representations and Covenants. Each party hereby represents, warrants and covenants that: (i) it shall comply with all Applicable Law (as otherwise qualified herein), and shall satisfy all obligations owed to third parties and/or any governmental authority, in connection with the performance of its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; and (iii) it has full power and authority, and all other rights, licenses and authorizations required, to execute and deliver this Agreement, to perform its obligations set forth herein, and to grant all rights and licenses granted herein.
Company Representations, Warranties and Covenants. Company hereby represents, warrants and covenants that, except as expressly set forth herein it will not alter, delete or conceal any Customer Marks in any Customer Materials or submitted by Customer for inclusion in the Services. Company assumes no responsibility for monitoring the Services for inappropriate content or conduct. Company shall promptly report to Customer any actual, alleged or suspected breach of this section to Customer.
Customer Representations and Covenants. Customer hereby represents, warrants and covenants that, except as expressly set forth herein: (a) it will not, directly or indirectly, frame, scrape, crawl, spider or use other automated means to access, copy, index, process and/or store any Company Material; (b) it will materially comply with all exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) in the performance of its obligations hereunder; (c) it will not alter, delete or conceal any Company Marks in any Company Materials included in the Developed Software; (d) the Customer Materials do not and will not contain any Malware or violate the rights of any third parties; (e) it will not intentionally modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other user; (f) it will not impersonate any person or entity or falsely state or otherwise represent affiliation with any person or entity in connection with the Service; (g) it will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Services; (h) it will not solicit passwords or personal identifying information for unlawful purposes from End Users or engage in spamming in violation of applicable law; (i) it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services or encourage, assist or authorize any other person to do so; (j) it will not, directly or indirectly, modify, translate, or create derivative works based on the Services or use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (k) it will use this Services solely in accordance with this Agreement and all applicable laws and regulations. Customer will report to Company any actual, alleged or suspected breach of this Section to Company within a commercially reasonable amount of time of discovery thereof.

Disclaimer of Warranties

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND MAKES THE PLATFORM AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR RELATED SERVICES. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. FURTHERMORE, COMPANY DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Liability disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, TEMPLATES, CHECKLISTS, SERVICES AND RELATED CONTENT CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, TEMPLATES, CHECKLISTS, SERVICES AND RELATED CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, TEMPLATES, CHECKLISTS, SERVICES AND RELATED CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

IN NO EVENT SHALL THE COMPANY, OUR MEMBERS, DIRECTORS, OFFICERS, MANAGERS, PARTNERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, THIRD PARTY LICENSORS, AFFILIATES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “WEBSITE PARTIES”) BE LIABLE TO YOU FOR YOUR ACCESSING THIS SITE. THE WEBSITE PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF EXPECTED SAVINGS, OR ANY OTHER NON-DIRECT DAMAGES HOWSOEVER CAUSED, WHETHER OR NOT THE COMPANY OR ANY OF THE WEBSITE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WEBSITE PARTIES COLLECTIVE MAXIMUM LIABILITY TO YOU UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE WEBSITE.

THE LIMITATIONS OF LIABILITY AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER TORT AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF CONTRACT OR THE FAILURE OF AN EXCLUSIVE REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE WEBSITE PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Beneficiaries; Assignment

This Agreement shall be binding on and shall inure to the benefit of the parties and their permitted successors and/or assigns. This Agreement may not be assigned by either party, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, upon written notice but without consent of the other party, in connection with a (i) merger, acquisition, corporate reorganization resulting in a change of voting control, or (ii) sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Except as otherwise expressly set forth herein, this Agreement is for the sole benefit of Company, Customer and their successors and permitted assigns, and it will not be construed as conferring any rights to any third party (including any third party beneficiary rights). Without limiting the foregoing, Customer’s successors and/or assigns, whether by merger, operation of law, acquisition of assets or otherwise, shall continue to perform Customer’s obligations under this Agreement and Customer shall remain liable to Company for Customer’s successors’ and/or assigns’ performance hereunder.

Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Indemnification

You agree to indemnify, defend and hold harmless the Company, its officers, directors, members, managers, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Crofter Tree LLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

Arbitration

Any controversy or claim arising out of or relating to this Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Claims shall be heard by a single arbitrator. The place of arbitration shall be Delaware, Ohio, or the largest metropolitan area within close geographic proximity to Delaware as selected by the Company. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The arbitrator(s) may award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Choice of Law/Venue/Governing Law

This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Terms of Use, or execution or performance of this Terms of Use (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Terms of Use), shall be governed by, and enforced in accordance with, the internal laws of the State of Ohio, including its statutes of limitations. You and we hereby submit to the exclusive forum, jurisdiction and venue of the state courts located in Delaware County, Ohio and/or the United States District Court in Columbus, Ohio for any claim related to, arising from or in connection these Terms of Use.

Statute of Limitations

The User must file any Action arising directly or indirectly from this Terms of Use no later than one (1) year after the claim has accrued. The User waives the right to file an Action arising directly or indirectly from this Terms of Use under any longer statute of limitations.

No Joint Venture

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this agreement or use of the Site. The Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by the Company with respect to such use.

Severability

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

No License

Nothing contained in this Terms of Use shall be construed as granting or conferring to you, expressly or impliedly, any rights by license or otherwise, under any patent, copyright, trademark, service mark, trade dress, or other intellectual property rights owned or controlled by the Company.

Entire Agreement

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and the Company with respect to the Platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Platform. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

No Waiver

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of any future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

Modifications

We may modify this Agreement from time to time and at any time at our sole discretion. We will post or display notices of material changes on the Products and/or notify you via email. Once we post or make them available on the Products, these changes become effective immediately and if you use the Products after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back and review this Agreement frequently so you are aware of the most current rights and obligations that apply to you.

Notice

We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

To give us notice under these Terms, you must contact us as follows: by personal delivery, overnight courier or registered or certified mail to the address listed below. We may update the address for notices to us by posting a notice on the Site.

This website is owned and operated by Crofter Tree LLC. If you have a notice of a copyright infringement claim, please follow the procedures listed on our DMCA Takedown page. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: support@croftertree.com or sent to our mailing address listed below:

Contact Us

The Company welcomes your questions or comments regarding these Terms of Service:

Crofter Tree LLC

752 North State Street, #400

Westerville, Ohio 43082

Email Address: compliance@croftertree.com

Effective as of: January 17, 2021

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