User Agreement

CREDcube User Agreement

User Agreement

 

Effective Date:  August 2, 2020

 

CRED3 Website, CRED3 System, and Services

 

Welcome to the CRED3.com website.  This website (and any successor(s) to it) is referred to as the “Website” in these Terms of Use.  These Terms of Use, as amended from time to time, are a binding contract between you and Credibility, LLC (referred to herein as “CRED3”), the owner of the Website.  See Section 2 below for information on amendments to these Terms of Use.

 

You must be (and you represent that you are) a natural person 18 years of age or older, or a corporation, limited liability company, or some other entity recognized by applicable Law as a person capable of entering into a contract.  This Website, CRED3 System and the Services are not intended for, and may not be used by, children under the age of 13 or any minor under the age of 18.

 

These Terms of Use apply to Users, including you.  A “User” is any person or entity that visits, browses, views or uses this Website or causes any access to the Website (e.g., by a spider, bot, web crawler, scrapper, or other automated device or means) or accesses or uses the CRED3 System or Services (see Section 1 below).  Users may include, but are not limited to, a Client, Client Representative, Reference or Prospect (see Section 1 below).

 

The words “CRED3” or “us” or “we” or “our” refer to CRED3.  The words “you” or “your” or “yours” refer to you as the User who is the person visiting, browsing, viewing, using, or accessing (or causing access to) the Website, the CRED3 System or our Services, or the corporation, company or entity on whose behalf that person accesses (or causes access to) or uses the Website, CRED3 System or our services.

 

By continuing to visit, browse, view or use this Website or by causing any access to it, or accessing or use the CRED3 System or Services you confirm your agreement to these Terms of Use.  If you do not agree to these Terms of Use, then do not visit, browse, view, access or use the Website, CRED3 System or Services or cause any access to any of them, as you have no right to do so.

 

1.         Overview of the CRED3 System

 

CRED3 System.  The CRED3 System uses know-how, services, information technology, proprietary intellectual property, and patent pending inventions to provide an easy and universal way for people to manage and their emotional health and other key performance indicators  to enable them to be more productive and successful.  Our advisors help our Clients understand the value of their emotional health in their personal lives and respective area of expertise or business.  The CRED3 System utilizes the relationships described below.

 

Primary Participants.  There are three primary participants (other than CRED3) in the CRED3 System:

 

“Clients” – Clients may be referred to as “Administrators”. They are persons, businesses or organizations who contract with CRED3 to access and use the CRED3 System.  Clients may purchase personal or business CRED3 services including “Dashboards”.  Personal services include setting objectives and goals, answering performance indicator questions and recording video journal entries on a regular basis. In some cases, Clients may select to communicate with CRED3 Advisors. Business services include setting objectives and goals for the organizations, adding Members to CRED3, setting journal schedules, creating Groups and assigning Advisors.  They are responsible for the assignment of Dashboards to Members and Members to Groups and Advisors. Clients may select to communicate with CRED3 advisors A Client must agree to CRED3’s then-current Client Agreement.

 

“Advisors” – Persons who are authorized by the Administrator to provide oversight and guidance to designated Members. Advisors are responsible for setting objectives and goals, setting journal schedules and communicating with designated Members and Administrator. Advisors must respect and comply with the Client Agreement.  

 

“Members” – They are persons, businesses or organizations who contract with CRED3 to access and use the CRED3 System.  Clients set objectives and goals, answer performance indicator questions and record video journal entries on a regular basis. In some cases, Clients may communicate with advisors.

 

 

Dashboards.  The “Dashboard” is part of the CRED3 System and serves as the primary information vessel used to communicate data into a simple social medium acceptable by human beings.  Each of the six applets of the Dashboard provides structure to emotional health and other performance indicators.  The Dashboard has value and purpose.

 

Applets are numbered one to six and include the following:

 

One – Applet used for profile information, group information and dashboard information based upon the role of the user.  Schedules, notes and other management features are included in this applet.

 

Two – Applet used primarily to display and manage objective and goals for the Member, Advisor or Client.  Clients can set the overall objective and goals which is displayed for the Advisor and Member. 

 

Three  – Applet used to measure the overall progress of the Client and their organization.

 

Four – Applet used to display the metrics of emotional health.  The metrics and analytics displayed ae best effort results of emotional health indicators calculated from the video journal of the Client and Members.

 

Five – Applet used to display the performance metrics of objective. The metrics and analytics displayed ae best effort results of emotional health indicators and other responses form the Clients and Members and are calculated from the video journal and question responses of the Client and Members.

 

Six – Applet used to communicate via text or video message between Members and Advisors, Advisors and Clients and Clients and CRED3.  The assigned hierarchical Advisor is identified so each person knows who they are communicating with. 

 

 

 

Use of the CRED3 System.  The CRED3 System allows a Client to view their emotional health metrics and performance indicators to manage and measure progress for objectives and goals.  More generally, a Client may use the CRED3 System and Services in the manner described in this Agreement and the Website.

 

CREDibility Community.  The CRED3 System may include a Client, Advisors and Members who collaborate together to reach objectives and  goals.    

 

Services.  The “Services” under this Agreement are the services provided by CRED3 to implement, deliver and perform the CRED3 System for a Client.

 

Updates.  This Section 1 and the description of the CRED3 System, relationships, Dashboards, and Services are subject to updating and change from time-to-time by CRED3.  The then-current version of this Section 1 will be posted on the Website as part of the Terms of Use and will govern on a going forward basis after posting.

 

2.         Terms and Amendment of Terms

 

(a)        Terms of Use, Privacy Policy, DMCA Statement, and Client Agreement.  These Terms of Use together with the Privacy Policy and DMCA Statement are the “Terms” that are the basis of a binding contract between you and CRED3.  If you are a Client, then you will also be bound by a Client Agreement and the Client Agreement will be part of the Terms applicable to you.  If you are an Advisor or Member then you will also be bound by a Client Agreement and the Client Agreement will be part of the Terms applicable to you. Please review the Terms carefully.  If you do not agree to these Terms, you must not access or use the Website, the CRED3 System or the Services.

 

(b)       Amendment of Terms.  At any time CRED3 may modify, amend or replace these Terms of Use or any of the other Terms.  In the event of any such modification, amendment or replacement CRED3 will provide notice to you of the modification, amendment or replacement (e.g., by email to your CRED3 email account or by posting on the Website or by some other communication to you) or will require that you agree to the modified, amended or replacement Terms of Use or other Terms by making the same available to you for your review and acceptance as a precondition to continued use of the Website, the CRED3 System or Services.  The then-current Terms will govern, but not retroactively - e.g., the version of the Terms in effect at the time you use the Website, CRED3 System or Services will govern that use of the Website, CRED3 System or Services, and your subsequent use of the Website, CRED3 System or Services will be governed by the version of the Terms in effect at the time of the subsequent use of the Website, CRED3 System or Services.  Your continued use of the Website, CRED3 System or Services after CRED3’s notice to you of a modification, amendment or replacement of these Terms of Use or other Terms will mean that you have agreed to be bound by the modification, amendment or replacement.  You should check back regularly to review these Terms of Use and the other Terms.  A modification, amendment or replacement may include, among other things, the adding of certain fees or charges, but they will not have retroactive effect and will only apply prospectively.

 

3.         Rights of Clients, References and Prospects

 

Notwithstanding anything in the Terms to the contrary, you have no right to access or use the CRED3 System or the Services unless you are a Client, Advisor or Member. If you are a Client or Client Representative, Advisor or Member, your rights are limited to those as a Client or Client Representative as described in the Terms and the Client Agreement.

 

4.         User Information

 

In order to use certain Services on the Website, you may be required to provide personal information (such as your mobile number, e-mail address, zip code, and other identification and contact information).  For example, in order to be a Client, you must register and create one or more accounts with CRED3 and provide information to CRED3 in connection with that registration and those accounts.  If you are a Client, CRED3 may disclose this information to your Advisors and Members. If you are an Advisor or Member, you must provide information to CRED3 in order to create or activate a Client account and CRED3 may disclose this information to the applicable Client. Any information that you provide to CRED3 may be used and disclosed by CRED3, but not in violation of the Privacy Policy.  You warrant to CRED3 that any information you give to CRED3 will be accurate, complete and up-to-date.  See the Privacy Policy.

 

5.         Electronic Communications

 

(a)        As a condition of any use of the Website, CRED3 System or Services, you give CRED3 permission to communicate with you by email, including administrative and promotional e-mails.  You consent to receiving these and other forms of electronic communications about your account or registration activities, as well as Website updates and promotional offers.  You may opt-out from promotional e-mails at anytime by changing your profile settings.

 

(b)       CRED3 will generally communicate with you by electronic means, such as e-mail.  As a User, you give consent that all agreements, notices, disclosures and other communications that we provide to you by email or other electronic means satisfy any applicable legal requirement, including, without limitation, any requirement that such agreements, notices, disclosures, and communications be in writing.

 

6.         Content

 

(a)        Content, Representations, and Responsibility.  The term “Content” means and includes the information, statements, representations, promises, assurances, descriptions, logos, trademarks, service marks, conditions, images, graphics, audio, video, and other content that a Client, Advisors and Members or other User discloses or provides to CRED3 or this Website or to the CRED3 System.  The term “Representations” means information, statements, representations, promises, assurances, descriptions, logos, trademarks, service marks, conditions, images, graphics, audio, video, and other content that a Client, Advisor, Member or other User discloses or provides to anyone other than CRED3. You (not CRED3) are solely responsible for your Content and Representations. You (not CRED3) are solely responsible for ensuring that your Content and Representations are in compliance with all applicable Laws and do not violate or infringe the rights, privacy or intellectual property of any other person.

 

(b)       Responsibility.  CRED3 has no obligation or liability to you (or anyone claiming by, from or through you) with respect to any Content or Representation of another User or third party or for any products or services of another User or third party.  For example, any failure of a Client to honor a contract is the liability of the Client not CRED3.  CRED3 does not guarantee the performance or compliance of any Client, Advisor or Member or make any guarantee or warranty concerning any outcome offered by a Client or third party.  Any defects, problems or warranty issues concerning such products, services or opportunities are the responsibility of the Client or the third party, not CRED3.  To the extent possible under applicable Law, you release CRED3 from any responsibility or liability for any Client, Advisor and Member or other User, or any Content or Representations, or any products, services or opportunities of a Client or third party, or any noncompliance by any Client, Advisor and Member or other User with Content, Representations, or any applicable Law, or any obligation or contract the Client, Representative, Prospect or other User may have to or with you.

 

(c)        Other Users.  You are solely responsible for your interactions and dealings with other Users, including Clients, Advisors and Members. 

 

7.         Instructions and Guidelines

 

The “Instructions and Guidelines” are the then-current instructions, guidelines, directions, procedures, forms, standards, requirements, and processes for the Website, CRED3 System or Services or access to or use of any of them as found on the Website or as provided by CRED3 to you by email or other communication.  The Instructions and Guidelines applicable to Clients include the Instructions and Guidelines referred to in the Client Agreement.  The Instructions and Guidelines may be changed from time to time by CRED3.  The applicable Instructions and Guidelines are those in effect at the time the Website, CRED3 System or Services are used by you.  In the event of any change to the Instructions and Guidelines, such change will not have retroactive effect, but will apply prospectively.

 

8.         Your Contributions

 

The term “Contributions” refers to any and all postings, information, statements, representations, promises, assurances, descriptions, logos, trademarks, service marks, conditions, images, graphics, audio, visual, and other content that a User submits, places or posts on, to or for the Website, CRED3 or any Dashboard.  Any Contributions that you (or someone for or on behalf of you) submit, place or post on, to or for the Website, CRED3 or a Dashboard are referred to as “your Contributions”.  If you are a Client, Advisor or Member, then your Contributions include your Content (see Section 6).  It is your responsibility and obligation to ensure that all of your Contributions are in conformance with any applicable Instructions and Guidelines of CRED3 and all applicable Laws.  By submitting, placing or posting any of your Contributions on, to or for the Website, CRED3, or a Dashboard, you warrant and represent that:

 

(a)        you have all rights in and to your Contributions needed for the use, submission, placing, and posting of your Contributions in connection with or for the purposes of the Website, CRED3 System, Services or Dashboard, and such rights also extend to CRED3 for its protection and benefit.

 

(b)       you will pay all license fees, royalties, clearance fees, taxes, and other financial obligations of any kind arising from any use, submission, placement or posting of your Contributions if there ever are any; and

 

(c)        your Contributions and postings and use of them are not defamatory and do not infringe, misappropriate or violate the intellectual property rights, privacy, rights to publicity, or any other legal, equitable or moral rights of any other person or entity.

 

9.         Prohibited Contributions

 

Your Contributions must not be or include or be accompanied by (or reasonably appear to CRED3 to be, include or accompanied by):

 

(a)        untrue, misleading, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive to an­other person's privacy or protected data, hateful, or racially or otherwise objectionable;

 

(b)       an infringement, misappropriation or violation of a third party's intellectual property or other rights, including any patent, trademark, trade secret, copy­right, or right of publicity, including anything that is the subject of any claim of infringement, misappropriation or violation;

 

(c)        anything subject to any Law or contractual or fiduciary relation­ship, such as proprietary and confidential information, that you are not allowed to make public or submit to CRED3;

 

(d)       any unsolicited, undisclosed or unauthorized advertising;

 

(e)        viruses, worms, Trojan horses, spyware, adware, snoopware or any other malware, computer code or files designed or intended to interrupt, destroy, limit the functionality of, or cause any harm, malfunction or error in or to any computer software, database, hardware or telecommunications equipment or to otherwise commit mischief, harm or a crime;

 

(f)        data or information obtained through access that was not authorized by the owner, or that you are not au­thorized to submit, place or post; or

 

(g)        in violation of any applicable local, state, federal, national, foreign or international Law (including, without limitation, export Laws and regulations) or any order of a court or government agency.

 

10.       Monitoring and Allowance of Your Contributions.

 

            CRED3 is under no obligation to edit, control, restrict or monitor your Contributions in any way.  Your Contributions must be in accordance with the applicable Instructions and Guidelines as well as the Terms and are subject to allowance by CRED3.  Allowance of your Contributions or any other Contributions does not imply any endorsement, sponsorship, affiliation, or certification by or with CRED3, or that CRED3 has conducted any due diligence or investigation, or makes any warranty, representation or guarantee concerning your Contributions.  CRED3 reserves the right to remove any of your Contributions at any time from the Website, CRED3 System or any DASHBOARDS for any or no reason, at CRED3’s sole discretion, with or without notice.  CRED3 is not a publisher of your Contributions, i.e., CRED3 is merely a distributor thereof.

 

11.       Prohibited Conduct

 

Subject to applicable Law, you must not do, or attempt to do, any of the following:

 

(a)        access or use the Website, CRED3 System, or Services in any way that violates, infringes, misappropriates, or breaches any applicable local, state, federal, national, foreign or international Law (including, without limitation, export Laws and regulations), any order of any court or government agency, contracts, or intellectual property rights, or that constitutes the commis­sion of a tort;

 

(b)       access, tamper with, or use services or areas of the Website, CRED3 System, or Services that you are not authorized to access or use;

 

(c)        use any bot, spider, scraper, web crawler or other automated or manual means or interface not provided by CRED3 to access the Website or CRED3 System or to extract data or gather or use information from the Website, CRED3 System or Services in any manner not permitted by CRED3 in writing;

 

(d)       frame any part of the Website or link to the Website, unless and except to the extent expressly permitted in writing by CRED3 (except for linking to the homepage as permitted in Section 20(b) below);

 

(e)        impersonate or misrepresent your affiliation with CRED3 or any User or other person;

 

(f)        reverse engineer any of the Website, CRED3 System or Services or do anything that might bypass or circumvent measures employed by CRED3 to prevent or limit ac­cess to any area, content or code of the Website, CRED3 System or Services;

 

(g)        transmit to CRED3, the Website, CRED3 System, or Services (or anything or anyone else), or otherwise infect or harm any of the foregoing with, any harmful, illegal, deceptive or disruptive code, file or means such as any virus, worm, Trojan horse, spyware, adware, snoopware or other malware, code or file that could harm or be objectionable to CRED3 or any recipient (any and all of which are considered or referred to as “Malware” in the Terms);

 

(h)       use the Website, CRED3 System or Services to generate unsolicited email advertisements or “spam” directed to Users or others;

 

(i)         take any action which might impose a significant burden (as reasonably determined by CRED3) on the Website’s, CRED3 System or Services’ infrastruc­ture, connectivity, bandwidth, or computer systems or resources, or otherwise interfere with the ordinary operation of the Website, CRED3 System or Services; or

 

(j)         use the Website or any of the Services to compete against CRED3 or to communicate to other Users anything derogatory about CRED3 or its managers, owners, employees or representatives.

 

12.       Responsibility for Your Contributions

 

You (not CRED3) are solely responsible and liable for your Contributions.  You agree to indemnify CRED3 and its officers, owners, employees and representatives against and to hold them harmless from: (a) any claims by any other User or person where such claims relate to or arise because of any of your Contributions or use of the Website, CRED3 System or Services, or any breach by you of the Terms or any other agreement you may have with CRED3, or any failure by you to follow the applicable Instructions and guidelines, and (b) any damages, losses, expenses, attorneys’ fees, costs of defense, settlements, and other costs arising from or attributable to any such claims.

 

13.       Good Samaritan Exemption

 

CRED3 will be entitled to the protections and benefits of 47 U.S.C. A. Section 230.  CRED3 will have no liability for any action voluntarily taken by CRED3 or on its behalf in good faith to restrict access to or the availability of material (including any of your Contributions) that CRED3 subjectively considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable.  CRED3 is not a publisher of any Content or other Contributions, i.e., CRED3 is merely a distributor thereof.

 

14.       Your Responsibility for Internet Access, Software, Equipment and Resources

 

You are responsible for lawfully obtaining, using and maintaining all necessary resources (including Internet access, software, and equipment) needed by you for access to and use of the Website, CRED3 System and Services and for the costs thereof.  The resources needed by you may need to be upgraded, replaced or changed from time to time by you at your cost to keep current with the Website, CRED3 System, Services or technology or for other reasons.

 

15.       Changes to Services and Website

 

CRED3 has the right at any time to change or discontinue any of the Website, CRED3 System or Services or any feature, functionality, performance, connectivity, means of transmission, hours of availability, or other aspect of them.

 

16.       Intellectual Property

 

(a)        CRED3’s Intellectual Property.  CRED3 and its licensors own the intellectual property in and to the Website, CRED3 System, Services, Content, Contributions and any data or information that you submit to CRED3 or this Website or the CRED3 System, but such ownership is subject to the Privacy Policy.  You agree not to infringe or misappropriate that intellectual property.   CRED3 does not license (or sublicense) any of its (or its licensors’) intellectual property to you except as expressly stated in the Terms (and, if you are a Client, Client Representative, Reference or Prospect, then as in the applicable Client Agreement, Reference Agreement or Prospect Agreement).  Rights not granted to you by the Terms (or other agreement if and as applicable) are reserved by CRED3.

 

(b)       Ownership of Your Contributions or Your Content.  You agree to assign, and hereby assign, to CRED3, ownership of the Content, Contributions, data and information that you submit to CRED3, the Website, CRED3 System or any Cube and any intellectual property you may have in any such Content, Contributions, data and information.

 

(c)        Rights.  You agree that CRED3 has the worldwide, royalty-free, freely transferable, freely lic­ensable right to use, reproduce, modify, transmit, dis­tribute, publicly perform and display (including in any digital, electronic or other means or format) and to create derivative works based on your Content and other Contributions, in any form, media, or technology now known or later developed, for any purpose or reason that relates to the Website, CRED3 System or Service or for the purpose of displaying, distributing or posting on or through any other websites or media.  To the extent permitted by applicable Law, you also hereby waive (and agree not to enforce against CRED3 or its licensees) any moral rights you may have in your Content or other Contributions under the Laws of any jurisdiction, if and to the extent that such moral rights conflict with or limit the exercise of your rights under these Terms of Use or any of the other Terms or any other agreement you may have with CRED3.  Without limiting the generality of the rights of CRED3, such rights include the right and authorization for CRED3 (and its designees) to display, use and post your Content and other Contributions on any other websites or media for any purpose or for advertising.  These rights may not be exercised in a manner that conflicts with the Privacy Policy.

 

(d)       Recommendations.  If you submit or disclose any ideas, suggestions, inventions, improvements or recommendations to CRED3 for the Website, CRED3 System, or Services (collectively, such ideas, suggestions, inventions, improvements, and recommendations are referred to as “Recommendations”): (a) you represent and warrant that your Recommendations do not include confidential information of yours or any third party and do not infringe or misappropriate any intellectual property or violate any rights or of any third party, and (b) you agree that CRED3 may, if and to the extent that it decides to do so, use and disclose your Recommendations and authorize others to do so, and (c) you agree that CRED3 has no obligation to pay or reimburse you for your Recommendations or any use of your Recommendations by CRED3 or its designees.  All Recommendations and the intellectual property rights in or to Recommendations are owned by CRED3 (and you agree to assign, and hereby assign, the same to CRED3) with the right to grant licenses to others and the right to assign or transfer such Recommendations and intellectual property to others.  There is no obligation to account to you or to pay you any fees, royalties or other amounts for this assignment.  You are not obligated to submit or disclose any Recommendations to CRED3.  If you desire to do so, you may submit Recommendations to the following email address:  customercare@CRED3.com.  CRED3 has no obligation to respond to your submission or to use any Recommendations.

 

(e)        Intellectual Property of Others.  The Website, CRED3 System and/or Services may include or use subject matter in or to which third parties have copyrights, trademarks, patent rights, or other forms of intellectual property.  You have no license or right to infringe or misappropriate any such copyrights, trademarks, patent rights or other intellectual property.  CRED3 have no obligation to mark or identify or give notice with respect to any such subject matter or any such copyrights, trademarks, patent rights or other intellectual property.

 

17.       Violations by Other Users - Complaints.  If you believe that another User is violating any of the Terms or infringing, misappropriating or violating any of your intellectual property or other rights, you may submit a complaint to CRED3 by email to the following address: customercare@CRED3.com with as much relevant detail as possible and your name and contact information and the name and contact information of the User about whom you are complaining.  [Note:  If your complaint is a case of copyright infringement, please go to the DMCA Statement and proceed in the manner described there.]  If you make a complaint under this Section or under the DMCA Statement, you are representing to CRED3 that the complaint is truthful, based on reasonable due diligence, submitted in good faith, and not misleading.  If CRED3 decides to investigate your complaint, you must cooperate with all reasonable requests of CRED3 and provide all information and assistance reasonably requested by CRED3.  You will indemnify CRED3 and its managers, owners, employees and representatives against, and hold them harmless from, any claim that may be asserted against any of them as a result of your failure to comply with the immediately preceding sentence, and any damages, losses, costs, costs of defense, attorneys’ fees and other losses attributable to such claim.  CRED3 will have no liability to you for any response or failure to respond to your complaint that is made in good faith or due to uncertainty.  CRED3 will have no liability to you for any User or any User’s violation of the Terms or any User’s infringement, misappropriation or violation of your intellectual property or other rights or for their Representations, Content or other Contributions.  The opinions, comments, information, promises, statements, Content and other Contributions of a User that are posted or placed on the Website or a Dashboard or used in the CRED3 System or Services are those of the User, not CRED3, and CRED3 has no responsibility or liability with respect to them.

 

18.       CRED3’s Right to Correct Errors.  The Website, CRED3 System, Services, and DASHBOARDS may contain errors and inaccuracies and may be corrected by CRED3.  Unless such errors or inaccuracies are made intentionally and with bad faith, CRED3 may correct them retroactively.

 

19.       Support.  If you are a Client, Client Representative, Reference or Prospect, support may be available to you in accordance with the applicable Instructions and Guidelines on the Website relating to support, but CRED3 may change, discontinue or refuse support to you for any or no reason in CRED3’s sole discretion.  If you are a Client, Client Representative, Reference, or Prospect support may be available to you as described in the Client Agreement, Reference Agreement or Prospect Agreement.

 

20.       No Trespassing; Permissible Linking.

 

(a)        Trespassing.  Trespassing and other forms of unauthorized access to this Website are not permitted by CRED3.  Prohibited conduct under any of Sections 11(a), (b), (c), (d), (f), (g), (h), (i) and (j) above is also considered trespassing on this Website.

 

(b)       Permissible Linking.  You may link to the homepage of this Website, but you agree: (i) to notify CRED3 of the link, (ii) that neither you nor the link will portray CRED3, the Website, CRED3 System or any of the Services in a false or disparaging manner or state or imply any sponsorship, endorsement or affiliation by or with CRED3 or the Website, CRED3 System or Services, and (iii) to permanently remove the link if requested to do so by CRED3.  You agree not to “frame” or link to any other pages or portion of this Website and to refrain from any “deep linking” or “inline linking” to this Website.

 

21.       Links to Third Party Websites.  If the Website or Services include any links to other websites of third parties or facilitate communications with any third parties, any use and reliance by you on such links, websites, communications and third parties and any offers and information provided by them will be at your sole risk, and CRED3 will have no obligation or liability with respect thereto or the use, storage, security or disclosure of any personally identifiable information or other information you disclose or transmit to them.  The CRED3 Privacy Policy is only applicable to CRED3, not to information you provide to any of them.  By providing or allowing such links and communications, this does not imply that CRED3 endorses, sponsors or affiliates with such third parties or any of their offers, information, products or services.

 

22.       Termination and Suspension

 

(a)        Right to Terminate or Suspend.  CRED3 may, at any time, with or without notice to you, terminate or suspend your access to and use of the Website, CRED3 System, and Services, or block your access to the Website, CRED3 System and Services if CRED3 believes in its sole discretion that you may have violated any of these Terms of Use or any of the other Terms or any other agreement with CRED3, or that you may have otherwise engaged in any activities that may harm or damage the reputation, rights, personnel, or property of CRED3, its Users, or any other person, or that such termination or suspension is in the best interest of CRED3 or the Website, CRED3 System or Services, or for any or no reason.

 

(b)       Notice of Termination or Suspension.  If applicable Law requires CRED3 to provide notice of termination or suspension, CRED3 may give prior or subsequent notice by posting it on the Website or by sending a communication to any address (email or otherwise) that CRED3 may have for you in its records.

 

(c)        Effect of Termination or Suspension.  Upon termination of any registration or account that you may have with CRED3 or your right to access or use the Website, CRED3 System or Services: (1) you must cease all further access to and use of the Website, CRED3 System and Services, and (2) CRED3 will have no further obligation or liability to you under any of the Terms or any other agreement with you.  If any such registration or account is suspended, then until the suspension is ended by CRED3, you must not access or use any of the Website, CRED3 System or Services.  If any such registration or account or access to the Website, CRED3 System or Services is terminated, you may no longer have access to your Content or other Contributions that you submitted, placed or posted on, to or for the Website, CRED3 System, Services or Dashboards.

 

(d)       Termination for Infringement of Copyrights - Policy.  With respect to copyright infringement, it is the policy of CRED3 to terminate, where circumstances are appropriate, any accounts of repeat infringers and any access to and use of this Website or Service by repeat infringers.  CRED3 reserves the right to terminate for a first time infringement of any copyright.

 

23.       DISCLAIMERS

 

CRED3 PROVIDES THE WEBSITE, CRED3 SYSTEM, SERVICES AND DASHBOARDS ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF AND RELIANCE ON THE WEBSITE, CRED3 SYSTEM, SERVICES OR DASHBOARDS ARE AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRED3 MAKES NO REPRESENTATIONS, WAR­RANTIES OR PROMISES OF ANY KIND, EXPRESS OR IMPLIED, NOT EXPRESSLY SET FORTH IN THESE TERMS OF USE OR THE OTHER TERMS (OR, IF YOU ARE A CLIENT, CLIENT REPRESENTATIVE, REFERENCE OR PROSPECT, THEN IN THE APPLICABLE CLIENT AGREEMENT, REFERENCE AGREEMENT OR PROSPECT AGREEMENT).  TO THE MAXIMUM EX­TENT PERMITTED BY LAW, CRED3 EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND PROMISES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE.  SOME JURISDICTIONS DO NOT AL­LOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IF AND TO THE EXTENT THEY CANNOT BY DISCLAIMED OR EXCLUED BY CRED3.   

 

CRED3 MAKES NO REPRESENTATIONS, WARRANTIES OR PROMISES THAT THE WEBSITE, CRED3 SYSTEM, SERVICES OR DASHBOARDS OR ACCESS TO THEM WILL BE UNINTERRUPTED, ERROR-FREE, MALWARE-FREE, SECURE, OR TIMELY.  CRED3 MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY REPRESENTATIONS, CONTENT OR OTHER CONTRIBUTIONS OF CLIENTS, REFERENCES, PROSPECTS, OR OTHER USERS OR ANY WEBSITES OF OTHERS LINKED TO THIS WEBSITE.  CRED3 ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY REPRESENTATIONS, CONTENT OR OTHER CONTRIBUTIONS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OR RELIANCE ON THE WEBSITE, CRED3 SYSTEMS, SERVICES OR DASHBOARDS, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, CRED3 SYSTEM, SERVICES, OR DASHBOARDS, (E) ANY BUGS, VIRUSES, TROJAN HORSES, HARMFUL CODE OR OTHER MALWARE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, CRED3 SYSTEM, SERVICES OR DASHBOARDS BY ANY OTHER PERSON, OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OTHER CONTRIBUTIONS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT OR OTHER CONTRIBUTION POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, CRED3 SYSTEM, SERVICES OR DASHBOARDS.  CRED3 DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OF A CLIENT OR THIRD PARTY, EVEN IF ADVERTISED, OFFERED OR PROMOTED BY A CLIENT OR THIRD PARTY THROUGH THE WEBSITE, CRED3 SYSTEM, SERVICES OR DASHBOARD, OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING.  CRED3 IS NOT RESPONSIBE FOR THE DELIVERY (OR NON-DELIVERY) OR DEFECT OF ANY PRODUCT OR SERVICE OF A CLIENT OR THIRD PARTY.  AS WITH THE PURCHASE OF ANY PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION.

 

CRED3 HAS NO OBLIGATION TO BACK-UP OR KEEP ANY OF THE CONTENT OR OTHER CONTRIBUTIONS.  YOU AGREE TO KEEP BACK-UP COPIES OF YOUR CONTENT AND OTHER CONTRIBUTIONS, IF ANY.  IF YOUR USE OF THE WEBSITE, CRED3 SYSTEM, SERVICES OR ANY DASHBOARD RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATE­RIAL, EQUIPMENT OR DATA, CRED3 IS NOT RESPON­SIBLE FOR ANY RESULTING COSTS OR DAMAGES.

 

24.       EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER CRED3 NOR ANY OF ITS MANAGERS, OWNERS, EMPLOYEES, LICENSORS, CONTRACTORS OR REPRESENTATIVES WILL BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, COVER, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY.  WITHOUT LIMITING THE FORE­GOING, IN NO EVENT WILL THE AGGREGATE LI­ABILITY TO YOU EXCEED, IN TOTAL, $100 IF YOU ARE NOT A CLIENT OR THE AMOUNT PAID BY YOU TO CRED3 IN CONNECTION WITH YOUR REGISTRATION AS A CLIENT IF YOU ARE A CLIENT.

 

25.       Dispute Resolution and Mandatory Arbitration. 

 

(a)        Any dispute arising between you and CRED3 (including, without limitation, any claim by you or on your behalf against CRED3 and any claim by CRED3 against you) that relates to, arises out of, or in any way is connected with these Terms of Use or any other Terms, any of the Website, CRED3 System, Services, or DASHBOARDS, or any of the transactions or activities contemplated or prohibited by any of these Terms of Use or any other Terms or other agreement with CRED3, will be resolved by final and binding arbitration in accordance with this Section rather than litigation.  Nothing herein requires a Party to institute an arbitration of the dispute, but the Party may not institute litigation in lieu of arbitration except as expressly provided otherwise below.  Before either Party institutes arbitration proceedings to resolve a dispute, that Party must first give advance written notice to that effect to the other Party.  The Party giving such notice will refrain from instituting the arbitration proceedings for a period of at least thirty (30) calendar days from the date the notice is given to allow the Parties time to further attempt to come to an amicable resolution or settlement of the dispute.  Arbitration will be conducted according to the commercial arbitration procedures and rules of the American Arbitration Association (“AAA”).  The arbitration will be conducted in Salt Lake City, Utah.  The arbitration will be conducted by one neutral arbitrator appointed in accordance with AAA rules.  No arbitrator will have the power to award punitive or exemplary damages or any damages excluded or prohibited by Section 24 and such award is expressly prohibited.  Decisions of the arbitrator will be final and binding on all of the Parties.  Judgment on the award so rendered may be entered in a court having jurisdiction thereof.  The arbitrator will apply the Laws of the state of Utah.

 

(b)       Each Party to the arbitration will pay its own costs of arbitration, except that the cost of the arbitrator and other arbitration costs equally applicable to both Parties will be shared equally by the Parties.  CRED3 may, at its option, pay or reimburse some or all of your share of such shared costs.

 

(c)        To the fullest extent permitted by applicable Law:  The arbitration will not be joined to any other arbitration involving any other person or entity, whether through class arbitration proceedings or otherwise.  There is no authority or basis for any dispute or claims to be arbitrated on a class or representative basis.  The arbitrator must not join or consolidate any claims of other persons or entities, even if they are similarly situated, with any of the claims of the arbitration under this Section.

 

(d)       The arbitration and its existence and the results and decision of the arbitration will be kept confidential by the Parties, except as necessary to enforce their rights (e.g., the entry of judgment in a court of competent jurisdiction).  But CRED3 may make disclosures thereof to any Client, User or other person affected thereby or having an interest in the arbitration or its outcome or as needed for business, legal or regulatory purposes.

 

(e)        In the event of litigation or to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the Parties irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in the state of Utah consistent with Section 27(e) below.

 

(f)        Notwithstanding any of the foregoing provisions of this Section, either Party may seek preliminary or permanent injunctive relief and/or other equitable relief of a non-monetary nature in any court of competent jurisdiction permitted by Section 27(e), at any time and without delay.  But any claim for any monetary relief must be made in an arbitration governed by this Section.

 

(g)        Notwithstanding any of the provisions of this Section, this Section does not apply to or require arbitration of any claim for infringement or misappropriation of intellectual property.

 

26.       Extension of Protections to Others.  CRED3 may extend those provisions in these Terms of Use (including, but not limited to, limitations of liability, releases, disclaimers, and indemnifications) that protect CRED3 to CRED3’s managers, owners, employees, representatives, affiliates, licensors and Clients and such provisions will apply mutatis mutandis to such managers, owners, employees, representatives, licensors and Clients in the same manner that they apply to CRED3, but only if and to the extent CRED3 elects to do so.  An extension may be retroactive or prospective or both, at CRED3’s discretion.

 

27.       Additional Terms

 

(a)        Compliance with Laws.  Any reference to “Law” or “Laws” in these Terms of Use or any of the other Terms means and includes all applicable laws, statutes, government regulations and ordinances.  You are responsible for compliance with applicable Laws, regulations and ordinances.  Access to the Website, CRED3 System or Ser­vices or your Content or other Contributions by certain persons or in certain countries may not be legal.

 

(b)       No Agency; No Third Party Beneficiary.  These Terms of Use and the other Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries of these Terms of Use or the other Terms.

 

(c)        Severance.  If any part of these Terms of Use or any of the other Terms is held by a court of competent jurisdiction to be invalid or unenforce­able, the invalid or unenforceable part will be given effect to the greatest extent possible (but will otherwise be severed and of no effect) and the remainder will remain in full effect, provided that the allocation of risks described in these Terms is given effect to the fullest extent possible.

 

(d)       Assignment.  These Terms of Use and the other Terms form a contract that is personal to you and you may not transfer or assign these Terms of Use or any other Terms or delegate any obligations or responsibilities under these Terms of Use or any other Terms to anyone.  Any at­tempt by you to assign, transfer or delegate will be null and void.  CRED3 has the right to transfer or assign these Terms of Use and the other Terms and to delegate or subcontract its obligations and duties to one or more third parties without your permission.

 

(e)        Jurisdiction; Choice of Law; Export Limitations.  This Website and the Services are controlled by CRED3 (and its contractors) from CRED3’s (and its contractors’) facilities in the United States of America and is directed to residents and citizens of the United States.  If you access the Webstite, CRED3 System, any Services or any Dashboard from locations outside the United States, you do so at your own risk and you are responsible for compli­ance with applicable Laws in your country and jurisdiction.  You may not use or export anything from the Website, CRED3 System, Services or a Dashboard in violation of U.S. export Laws and regulations or these Terms of Use or any of the other Terms.  These Terms of Use and all other Terms and all perfor­mances and claims of every nature between you and CRED3 are governed by the Laws of the State of Utah, U.S.A., without regard to any conflicts of laws principles that would result in the application of the Law of a different jurisdiction.  You and CRED3 submit to the exclusive personal jurisdiction and venue of the state and federal courts located within the state of Utah and their respective courts of appeal, subject to the dispute resolution and arbitration obligations under Section 25 above.

 

(f)        Limitations on Actions. Any action concerning any dispute between you and CRED3 or any claim by you or on your behalf against CRED3 or by CRED3 against you relating to or arising from the Website, CRED3 System, any Services or any Dashboard must be commenced within two years after the cause of action arises, or the cause of action is barred.  This limitation and bar do not apply to infringement or misappropriation of intellectual property or to the right to assert any defense.

 

(g)        Notice and Waiver Concerning Releases.  Any releases by you that are set forth in these Terms of Use or any other Terms will also be waivers, discharges of claims and covenants not to sue and they apply to the extent permitted by applicable Law.  California Civil Code Section 1542 reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”  IF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR CODE, STATUTE OR LAW IN ANY OTHER JURISDICTION) IS APPLICABLE TO YOU AND ANY RELEASE IN THESE TERMS OF USE OR OTHER TERMS, YOU HEREBY WAIVE IT (AND SUCH SIMILAR CODE, STATUTE OR LAW).

 

(h)       Interpretation. The paragraph or sections headings in these Terms of Use and any other Terms are included to help make provisions of these Terms of Use and the other Terms easier to read and have no limiting effect.  The wording and expression of these Terms of Use and the other Terms are adopted by the parties to define and describe their agreement, and no rule of strict construction will apply against or in favor of any party. 

 

(i)         Force Majeure.  CRED3 will not be responsible or liable for any failure or delay to perform any of its obligations or for any breach to the extent that such failure, delay or breach is caused by any event or condition beyond its reasonable control, including, without limitation, any government interference, order, law, regulation, crime, terrorism, war, earthquake, fire, storm, other act of God, equipment or software failure or malfunction,  epidemics, quarantines, embargoes, or any disruption, unavailability or loss of power, other utilities, transportation, supplies, labor, or the Internet or access to the Internet.

 

(j)         Entire Agreement. These Terms of Use and the other Terms comprise the entire agree­ment (the “Entire Agreement”) between you and CRED3 with respect to any of the Website, CRED3 System, Services, CREDibiity Cubes, or other subject matter relevant to these Terms of Use or any other Terms, and the Entire Agreement supersedes all contemporaneous and prior agreements between the par­ties regarding such Website, CRED3 System, Services, CREDibiity Cubes, or other subject matter.  Neither Party has relied on any representations, warranties or promises made by the other Party that are not expressly set forth in the Entire Agreement.  You should print out and retain a copy of these Terms of Use and the other Terms for your records.

 

(k)        No Waiver.  The failure of any party to exercise or enforce any right or provision of these Terms of Use or any of the other Terms, including any failure to act with respect to a breach, will not consti­tute a waiver of such right or provision or that party's right to act with respect to subsequent or similar breaches.

 

(l)         Confidentiality.  All aspects of the CRED3 System and information relating to it disclosed by CRED3 will be kept confidential by you except for any aspect or information that is publicly known or disclosed to the public through this Website.  If you are a Client you may make disclosures to your Client Representatives, References and Prospects as reasonably necessary to use the CRED3 System and Services as permitted by the Terms.  If you are a Client Representative you may make disclosures to the Client, Client Representatives, References and Prospects as reasonably necessary for use of the CRED3 System and Services as permitted by the Terms.  If you are a Reference you may make disclosures to the Client, Client Representatives, and Prospects as reasonably necessary to be a Reference for the Client pursuant to the CRED3 System and Services.  If you are a Prospect you may make disclosures to the Client, Client Representatives, and References as reasonably necessary to be a Prospect pursuant to the CRED3 System and Services.

 

 

NOTICES

 

(A)       COMPLAINTS

 

If you have a complaint about CRED3, you may contact CRED3 at admin@CRED3.com or by mail to CRED3, LLC at 3290 W Mayflower Ave, Lehi, UT 84043.  For complaints about other Users, please see Section 17 above or the DMCA Statement, as applicable.

 

Residents of California may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting the Division in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (800) 952-5210, or by email at dca@dca.ca.gov.

 

(B)       PARENTAL CONTROLS

 

Although this Website is not intended for children, you should use parental controls to protect your children.  Parental controls such as filtering services and software are commercially available to the public and may help you protect children from content that may be harmful to them.  Providers of parental control protections can be found at:

 

            http://www.en.wikipedia.org/wiki/List_of_Content_Control_Software

 

 

(C)       SERVICE MARKS

 

CRED3 is not only the name of our company, but it is also a service mark of CRED3 and you have no right to it.  The same applies to all other service marks and trademarks of CRED3 and used on the Website or in connection with the Services, including, but not limited to, the following:

 

                        CRED3

 

All rights are reserved by CRED3, LLC