User Agreement

CREDcube User Agreement

User Agreement

 

Effective Date:  July 27, 2019

 

Welcome to the CRED3.com website, through which we offer and provide CRED3 Services.  The term “CRED3 Services” means this website (the “Website”) and all features, functionality, CREDibility, CREDibility Dashboards, software, communications and other services made available by us to our customers.  The User Agreement, as amended from time to time, is a binding contract between you and us.  We are the owner and provider of the Website and other CRED3 Services.  See Section 2 below for information on amendments to the User Agreement.

 

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 and other CRED3 Services are not intended for, and may not be used by, children under the age of 13 or any minor or other person who is not legally and contractually bound by this User Agreement.

 

The User Agreement applies to Users, including you.  A “User” is any person or entity that visits, browses, views, accesses or uses this Website or other CRED3 Services or causes any access to the Website or other CRED3 Services (e.g., by a spider, bot, web crawler, scrapper, or other automated device or means) - see Section 1 below.  Users may include, but are not limited to, Members and Visitors.  A “Member” is any person or entity who registers with us as a member to access and use the CRED3 Services.  A “Visitor” is any unregistered person or entity who accesses or uses the Website.

 

The words “us” or “we” or “our” CRED3 refer to CREDcube, LLC.  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 or other CRED3 Services or the corporation, company or entity on whose behalf that person accesses (or causes access to) or uses the Website or other CRED3 Services.

 

By continuing to visit, browse, view, access, or use this Website or other CRED3 Services or by causing any access to the Website or other CRED3 Services, you confirm your agreement to this User Agreement.  If you do not agree to the User Agreement, then you may not visit, browse, view, access or use the Website or any other CRED3 Services or cause any access to any of them.

 

1. Overview of the CRED3 Services

 

Instructions and Guidelines.  You should read or view the Instructions and Guidelines.  “Instructions and Guidelines” are any user documentation, tutorials, videos, community guidelines, and other information that we make available to the public or to Members or Visitors generally that describe or relate to the CRED3 Services.  New and updated Instructions and Guidelines may be created by us from time-to-time, and the then-most current versions of the Instructions and Guidelines will apply.  Your use of the CRED3 Services must be in accordance with the applicable Instructions and Guidelines.

CRED3 Services.  The CRED3 Services are intended to provide a way for people to establish, build, protect, and leverage CREDibility to enable them to be more productive and successful.  The CRED3 Services utilize the relationships and CREDibility CREDibility Dashboards described below.

Primary Participants.  The primary participants (other than us) who participate in the CRED3 Services are briefly described below:

“CREDibility Dashboard Owner” – A “CREDibility Dashboard Owner” is a Member who receives one or more CREDibility Dashboards from us for use by or on behalf of the Member as part of the CRED3 Services.  CREDibility Dashboard Owners may populate their CREDibility Dashboards with Content and may publish or send those CREDibility Dashboards to Recipients. 

“Representatives” –  A “Representative” is a person to whom the CREDibility Dashboard Owner delegates permission to exercise administrative rights and control over an Owner’s CREDibility Dashboard and otherwise exercise an Owner’s rights with respect to the Owner’s CREDibility Dashboard on behalf of the Owner.  Such permission and rights may include adding Content to the CREDibility Dashboard, activating the CREDibility Dashboard, editing the CREDibility Dashboard and its Content, sending the CREDibility Dashboard to Recipients, and requesting Content (e.g., Recommendations) from Contributors for the CREDibility Dashboard or Content Library of the CREDibility Dashboard Owner.  Each Representative must comply with any obligations of the applicable Owner under this Agreement or other Terms that reasonably should also apply to the Representative.

“Contributors” – A “Contributor” is a person who provides Content for an Owner’s CREDibility Dashboard or Content Library.  The Content may be held in the Owner’s Content Library.  Selected items of Content may be used by the Owner for the Owner’s CREDibility Dashboards – e.g., an item of Content may be copied or embedded from the Content Library into the side of a CREDibility Dashboard.  A Contributor is not required to be a Member, but may be a Member.

“Recommendations” - Contributors may provide, without limitation, Recommendations.  The CREDibility Dashboard Owner (or a Representative of the CREDibility Dashboard Owner) may request another person to provide a “Recommendation” for the Owner by providing Content to the Owner for the Owner’s CREDibility Dashboard or Content Library that relates to the Owner or the Owner’s products, services, qualifications, experiences, skills, reputation, etc.

“Recipients” – A “Recipient” is a person to whom a CREDibility Dashboard Owner (or a Representative of the CREDibility Dashboard Owner) sends one or more CREDibility Dashboards of the Owner.  For example, an Owner may send a CRED3-generated one-time credential allowing the Recipient to view and respond to a CREDibility Dashboard from the Owner.  A Recipient is not required to be a Member, but may be a Member.

 

CREDibility Dashboards.  “CREDibility CREDibility Dashboards” (or simply, “CREDibility Dashboards”) may be purchased by or for an Owner from us upon payment of the applicable CREDibility Dashboard fee.  In some cases, the fee may be waived or the CREDibility Dashboard may be a “free” CREDibility Dashboard, at our discretion.  Presently, there are three types of CREDibility Dashboards:

 

  • Personal CREDibility Dashboards
  • Professional CREDibility Dashboards
  • Business CREDibility Dashboards

 

Use of the CRED3 Services.  Members may use the CRED3 Services and CREDibility Dashboards in accordance with this User Agreement, the Website and our then-current Instructions and Guidelines.  No other use is permitted.

CREDibility Scores.  A Recommendation or an entire CREDibility Dashboard may be subject to a CREDibility score created by us through our then-current scoring metrics, analysis and verification process.  If the CREDibility score of a Recommendation is sufficiently high, then CREDibility Dashboard side bearing that Recommendation may display the CRED Logo as implemented and directed by us.  If the CREDibility score of a CREDibility Dashboard is sufficiently high, then the CREDibility Dashboard may display the CRED Logo as implemented and directed by us.

Analytics.  All Recommendations and other Contributions, data, Content and CREDibility Dashboards are subject to analytics by us and our tools and verification processes, including, without limitation, data and voice analytics to assess, score and evaluate CREDibility.

Fees and Other Charges.  Fees and other charges for use of CRED3 Services (e.g., the purchase of a CREDibility CREDibility Dashboard) will be set forth on the Fee Schedule of this Website and/or by other notice to you.  The Fee Schedule or other notice will also include the acceptable methods and manner of payment.  Fees and any other charges are subject to change from time-to-time by us, and the then-current fees and charges will apply.

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

 

2. Terms and Amendment of Terms

 

(a)        User Agreement, Privacy Policy, Cookie Policy, DMCA Statement and Terms.  The User Agreement together with the Privacy Policy, Cookie Policy, and DMCA Statement are the “Terms” that are the basis of a binding contract between you and us.  Please review the Terms carefully.  If you do not agree to these Terms, you must not access or use the Website or the CRED3 Services.

 

(b)       Amendment of Terms.  At any time we may modify, amend or replace the User Agreement or any of the other Terms.  In the event of any such modification, amendment or replacement we 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).  By continuing to access or use the Website or other CRED3 Services, you agree to the then-current Terms (including any applicable modifications, amendments and replacements).  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 or CRED3 Services will govern that use of the Website or CRED3 Services, and your subsequent use of the Website or CRED3 Services will be governed by the version of the Terms in effect at the time of the subsequent use of the Website or CRED3 Services.  You should check back regularly to review the User Agreement 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 after notice to you through the Website or other manner of notice.

 

3. Rights of Members, Contributors and Recipients

 

Notwithstanding anything in the Terms to the contrary, you have no right to access or use the CRED3 Services unless you are a Member, Representative, Contributor or Recipient.  The rights of access and use of the CRED3 Services are limited to Members, Representatives, Contributors and Recipients in their respective capacities and roles as described in the Terms and the Instructions and Guidelines.

 

4. User Information

 

In connection with the use of certain CRED3 Services, you may provide personal information (such as your e-mail address, zip code, and other identification and contact information).  For example, in order to be a Member, you must register and create one or more accounts with us and provide information to us in connection with that registration and those accounts.  If you are a Member, we may disclose this information to your Representatives.  If you are a Representative, you must provide information to us in order to be a Representative and we may disclose this information to the applicable Member or other Representatives.  If you are a Contributor, any Content and personal information you provide may be disclosed to the Member, Representatives, Recipients and others.  If you are a Recipient, any Content or personal information you provide may be disclosed to the Member, Representatives and others.  Any information that you provide to us or through the CRED3 Services may be used and disclosed by us, but not in violation of the Privacy Policy.  You warrant that any information you give to us 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 or other CRED3 Services, you give us 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 by sending a message to the Admin at admin@cred3.com.

 

(b)       We 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, videos, and other content that a Member, Representative, Contributor, Recipient or other User discloses or provides to us or this Website or to or through the CRED3 Services or for a CREDibility CREDibility Dashboard or Content Library.  The term “Representations” means information, statements, representations, promises, assurances, descriptions, logos, trademarks, service marks, conditions, images, graphics, audio, videos, and other content that a Member, Representative, Contributor, Recipient or other User discloses or provides to anyone other than to us.  You (not us) are solely responsible for your Content and Representations.  A CREDibility Dashboard Owner is responsible for all Representations and other Content in the CREDibility Dashboard Owner’s CREDibility Dashboard.  You (not us) 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)       Products and Services.  If you use the CRED3 Services to help you offer, sell, lease, promote or provide any products, services, or opportunities, then you are solely responsible for those products, services and opportunities and for ensuring that you do so in compliance with all applicable Laws.  We are not the seller, reseller, distributor or promoter of any of your products, services or opportunities.  

 

(c)        Responsibility for Other Users.  We have 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, services or opportunities of another User or third party.  For example, any failure of a Member to honor a contract is the liability of the Member not us.  We do not guarantee the performance or compliance of any Member, Contributor, Recipient or other User or make any guarantee or warranty concerning any product, service or opportunity offered by a Member or third party.  Any defects, problems or warranty issues concerning such products, services or opportunities are the responsibility of the Member or the third party, not us.  To the extent possible under applicable Law, you release us from any responsibility or liability for any Member, Contributor, Recipient or other User, or for any Content or Representations, or any products, services or opportunities of a Member or third party, or any noncompliance by any Member, Contributor, Recipient or other User with Content, Representations, or any applicable Law, or any obligation or contract the Member, Representative, Recipient or other User may have to or with you.  You are solely responsible for your interactions and dealings with other Users, including Members, Contributors and Recipients. 

 

7. Members and their Representatives and CREDibility Dashboards

 

User Name and Password.  A user name and password will be assigned to each Member.  A user name and password will also be assigned to each Representative.

 

Responsibilities.  Each Member is personally responsible for its, his or her Account and the associated user name and password.  Each CREDibility Dashboard Owner is responsible for all the CREDibility Dashboard Owner’s Representatives and their conduct relevant to the CRED3 Services and for their compliance with this Agreement and the other Terms.  Each Member is also responsible for all user names and passwords of the Member and any use, misuse or disclosure of them.  Any use of the CRED3 Services through a Member’s password will be deemed as being a use by Member.  Members must always provide accurate, current and complete information to us for registration and the CRED3 Services.  Members must update such information in a timely manner to maintain its accuracy and completeness.  It is critical that Members keep their information, especially contact information, correct and updated with us at all times.  We are entitled to rely on the contact and other information that is supplied to us.

 

Protection of Passwords.  Members must: (1) Keep their passwords secure and confidential; (2) not permit others to use their passwords, registrations and accounts, (3) refrain from using other Users’ registrations and accounts; (4) refrain from selling, trading, or otherwise transferring their registration and accounts to any other person; and (5) refrain from charging anyone for access to any of the CRED3 Services.

 

Member Content and Representations.  The term “Member Content” means all Content used by or on behalf of a Member for the Member’s CREDibility Dashboard or any other part of the CRED3 Services.  Each Member is solely responsible and liable for all Member Content and its accuracy.  Each Member represents and warrants that the Member Content will not infringe or violate (or cause the infringement or violation of) the rights, privacy or intellectual property of any other person or any law, regulation or ordinance.

 

Suspension, Discontinuation, Restrictions, and Blocking.  We reserve the right to suspend, discontinue, restrict and/or block a Member’s (including any Representatives’) access to and use of the CRED3 Services with or without notice to Client.

 

Removal of CREDibility Dashboards.  We may remove CREDibility Dashboards at any time with or without notice to the CREDibility Dashboard Owner or Representative, including, without limitation, removal of anything that we believes to be obscene, lewd, lascivious,filthy, excessively vio­lent, harassing, or otherwise objectionable or not in compliance with this User Agreement or any of the other Terms or Instructions and Guidelines.

 

No Liability.  We will not be liable for any such suspension, discontinuance, restriction, block, or re­moval, whether with or without cause.

 

Termination.  A Member may terminate its/his/her registration and account with us at any time.  We may terminate a Member’s registration and account for any failure by the Member or its/his/her Representative to comply with this User Agreement or the other Terms.  Upon any termination of a Member’s registration: all rights of Client (directly or through Representatives) under this Agreement and the other Terms, including, without limitation, all rights to access or use the CRED3 Services will terminate, and all or our obligations to the Member and the Representative will terminate.  Termination will not excuse a Member from obligations or liabilities with respect to any obligation to make payment that accrues or becomes payable prior to termination or is for CRED3 Services performed prior to termination.  The following will survive any termination of the registration or this User Agreement and will continue in effect: any provisions that protect our intellectual property, any obligations to indemnify or hold harmless, all representations and warranties, and any other provisions of this User Agreement or the other Terms that by their nature or intent should survive termination and continue in effect, but in no event will the Member have any right to access or use the CRED3 Services or any CREDibility Dashboards or CREDibility Dashboard library after termination.  We have no obligation to deliver, return or disclose any CREDibility Dashboards or Content or any other data or information to Member after termination or after a CREDibility Dashboard or Content has been removed or discontinued.

 

Warranties.  If you are a Member you represent and warrant that you: (1) are not currently restricted from using the CRED3 Services, (2) are not otherwise prohibited from having a CRED3 registration or account, (3) are not a competitor of us, and (4) are not using, and will not use, the CRED3 Services for reasons that are in competition with us.

 

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, videos, visual, and other Content that a Contributor or other User submits, places or posts on, to or for the Website or any Content Library or CREDibility CREDibility Dashboard.  Any Contributions that you (or someone for or on behalf of you) submit, place or post on, to or for the Website or any Content Library or CREDibility CREDibility Dashboard are referred to as “your Contributions”.  It is your responsibility and obligation to ensure that all of your Contributions are in conformance with any applicable Instructions and Guidelines and all applicable Laws.  By submitting, placing or posting any of your Contributions on, to or for the Website or any Content Library or CREDibility CREDibility Dashboard, you warrant compliance with Section 9 below.

 

9. Prohibited Contributions

 

Your Contributions must not be or include or be accompanied by (or reasonably appear to us 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, moral rights, 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 us or the CRED3 Services;

 

(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 Contributions.

 

We are under no obligation to edit, control, restrict or monitor your Contributions or the Contributions of others 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 us.  Allowance of your Contributions or any other Contributions does not imply any endorsement, sponsorship, affiliation, or certification by or with us or that we have conducted any due diligence or investigation, or make any warranty, representation or guarantee concerning your Contributions.  We reserve the right to remove any of your Contributions at any time from the Website, CRED3 Services, or any Content Library or CREDibility Dashboards for any or no reason, at our sole discretion, with or without notice.  We are not a publisher of your Contributions or Content or of any other Contributions or Content and we do not exercise editorial control over Contributions or Content, i.e., we are 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 or CRED3 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 or CRED3 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 or authorized by us to access the Website or CRED3 Services or to extract data or gather or use information from the Website or CRED3 Services in any manner not permitted by us in writing (such activity is a trespass);

 

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

 

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

 

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

 

(g)        transmit to us, the Website, or CRED3 Services (or to 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 us or any recipient (any and all of which are considered or referred to as “Malware” in the Terms);

 

(h)       use the Website or CRED3 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 us) on the Website’s or CRED3 Services’ infrastruc­ture, connectivity, bandwidth, or computer systems or resources, or otherwise interfere with the ordinary operation of the Website or CRED3 Services; or

 

(j)         use the Website or any of the CRED3 Services to compete against us or to communicate to others anything derogatory about us or our officers, managers, owners, employees or representatives.

 

12. Responsibility for Your Contributions

 

You (not us) are solely responsible and liable for your Contributions.  You agree to indemnify us and our 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 or CRED3 Services, or any breach by you of the Terms or any other agreement you may have with us 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.  If you are a CREDibility Dashboard Owner, this Section also applies to any Content or other Representations that are on or in any of your CREDibility Dashboards or Content Library.

 

13. Good Samaritan Exemption

 

We will be entitled to the protections and benefits of 47 U.S.C. A. Section 230.  We will have no liability for any action voluntarily taken by us on our behalf in good faith to restrict access to or the availability of material (including any CREDibility Dashboard or Content) that we consider to be obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable.  We are not a publisher of any CREDibility Dashboard or Content, i.e., we are 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 and CRED3 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 and CRED3 Services or technology or for other reasons.

 

15. Changes to Services and Website

 

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

 

16. Intellectual Property

 

(a)        Intellectual Property.  We and our licensors own the intellectual property in and to the Website and CRED3 Services.  We do not license (or sublicense) any of our (or our licensors’) intellectual property to you except as expressly stated in the Terms.  Rights not granted to you by the Terms are reserved by us.

 

(b)       Rights.  You agree that we have 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) any of your Content or Contributions and to create derivative works based on your Content or Contributions, in any form, media, or technology now known or later developed, for any purpose or reason that relates to the Website or CRED3 Services or for the purpose of displaying, distributing or posting on or through any other websites or media.  To the extent not prohibited by applicable Law, you also hereby waive (and agree not to enforce against us or our licensees) any moral rights in or to your Content or Contributions under the Laws of any jurisdiction, if and to the extent that such moral rights conflict with or limit the exercise of our rights under the User Agreement or any of the other Terms.  These rights may not be exercised by us in a manner that conflicts with the Privacy Policy.

 

(c)        Feedback.  If you submit or disclose any ideas, suggestions, inventions, improvements or recommendations to us for the Website or CRED3 Services (collectively, such ideas, suggestions, inventions, improvements, and recommendations are referred to as “Feedback”) you agree to license and hereby license that Feedback to us to use, disclose, modify, reproduce, distribute and commercialize your Feedback and authorize others to do so.  There is no obligation to account to you or to pay you any fees, royalties or other amounts for this license.  This license is irrevocable and world-wide.  You are not obligated to submit or disclose any Feedback to us, but if you do, the license applicable.  If you desire to do so, you may submit Feedback to the following email address – admin@cred3.com.  CRED3, LLC has no obligation to respond to your submission or to use any Feedback.

 

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 us by email to the following address: admin@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 that the complaint is truthful, based on reasonable due diligence, submitted in good faith, and not misleading.  If we decide to investigate your complaint, you must cooperate with all or our reasonable requests and provide all information and assistance reasonably requested by us.  You will indemnify us and our officers, 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 sentences, and any damages, losses, costs, costs of defense, attorneys’ fees and other losses attributable to such claim.  We 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.  We 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 Representations, Content and Contributions of a User that are posted or placed on the Website or a CREDibility CREDibility Dashboard or used in the CRED3 Services are those of the User, not us and we have no responsibility or liability with respect to them.

 

18. Our Right to Correct Errors. 

The Website, CRED3 Services, and CREDibility CREDibility Dashboards may contain errors and inaccuracies and may be corrected by us.  Unless such errors or inaccuracies are made intentionally and with bad faith, our corrections will be effective retroactively.

 

19. Support. 

If you are a Member, Representative, Contributor or Recipient, support may be available to you in accordance with the applicable Instructions and Guidelines on the Website relating to support, but we may change, discontinue or refuse support to you for any or no reason in our sole discretion.

 

20. No Trespassing; Permissible Linking.

 

(a)        Trespassing.  Trespassing and other forms of unauthorized access to this Website or other CRED3 Services are not permitted.  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 or CRED3 Services.

 

(b)       Permissible Linking.  You may link to the homepage of this Website, but you agree: (i) to notify us of the link, (ii) that neither you nor the link will portray us, the Website or CRED3 Services in a false or disparaging manner or state or imply any sponsorship, endorsement or affiliation by or with us or the Website or CRED3 Services, and (iii) to permanently remove the link if requested to do so by us.  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 or CRED3 Services.

 

21. Links to Third Party Websites. 

If the Website or CRED3 Services include any links to other websites, software, platforms or resources 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 we 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 us, not to information you provide to any of them.  By providing or allowing such links and communications, this does not imply that we endorse, sponsor or affiliate with such third parties or any of their offers, information, products or services.

 

22. Termination and Suspension

 

(a)        Right to Terminate or Suspend.  We may, at any time, with or without notice to you, terminate or suspend your access to and use of the Website and CRED3 Services, or block your access to the Website or CRED3 Services if we believes in our sole discretion that you may have violated any of the Terms, or that you may have otherwise engaged in any activities that may harm or damage the reputation, rights, personnel, or property of us or any of the Users, or any other person, or that such termination or suspension is in the best interest of us or the Website, CRED3 Services, or for any other cause or reason.

 

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

 

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

 

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

 

23. DISCLAIMERS

 

WE PROVIDE THE WEBSITE, CRED3 SERVICES AND CREDIBILITY CUBES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF AND RELIANCE ON THE WEBSITE, CRED3 SERVICES OR CREDIBILITY CUBES ARE AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS, WAR­RANTIES OR PROMISES OF ANY KIND, EXPRESS OR IMPLIED, NOT EXPRESSLY SET FORTH IN THE USER AGREEMENT OR THE OTHER TERMS.  TO THE MAXIMUM EX­TENT NOT PROHIBITED BY LAW, WE 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 US.   

 

WE MAKE NO REPRESENTATIONS, WARRANTIES OR PROMISES THAT THE WEBSITE, CRED3 SERVICES OR CUBES OR ACCESS TO THEM WILL BE UNINTERRUPTED, ERROR-FREE, MALWARE-FREE, SECURE, OR TIMELY.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY REPRESENTATIONS, CONTENT OR OTHER CONTRIBUTIONS OF MEMBERS, CONTRIBUTORS, RECIPIENTS, OR OTHER USERS.  CRED3, LLC 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 SERVICES OR CUBES, (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 SERVICES, OR CREDIBILITY CUBES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, HARMFUL CODE OR OTHER MALWARE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, CRED3 SERVICES OR CUBES 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 SERVICES OR CUBES.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE OR BUSINESS OPPORTUNITY OF A MEMBER OR THIRD PARTY, EVEN IF ADVERTISED, OFFERED OR PROMOTED BY A MEMBER OR THIRD PARTY THROUGH THE WEBSITE, CRED3 SERVICES OR A CREDIBILITY CUBE.  WE ARE NOT RESPONSIBE FOR THE DELIVERY (OR NON-DELIVERY) OR DEFECT OF ANY PRODUCT OR SERVICE OF A MEMBER 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.

 

WE HAVE NO OBLIGATION TO BACK-UP OR KEEP ANY OF THE CONTENT OR OTHER CONTRIBUTIONS OR YOUR DATA.  YOU AGREE TO KEEP BACK-UP COPIES OF YOUR CONTENT AND OTHER CONTRIBUTIONS AND DATA. 

 

24. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, WE NOR ANY OF OUR OFFICERS, 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 BUSINESS, 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 MEMBER OR THE AMOUNT PAID BY YOU TO US IF YOU ARE A MEMBER.

 

25. Dispute Resolution and Mandatory Arbitration.

 

(a)        Any dispute arising between you and us that relates to, arises out of, or in any way is connected with any Terms, any of the Website, CRED3 Services, CREDibility Dashboards, Content, Contributions, or any of the transactions or activities contemplated or prohibited by any of the Terms 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 or County, 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 applicable to both Parties will be shared equally by the Parties. We 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 we may make disclosures thereof to any Member, 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. 

 

We may extend those provisions in the Terms (including, but not limited to, limitations of liability, releases, disclaimers, and indemnifications) that protect us to our officers, managers, owners, employees, representatives, affiliates, and licensors and such provisions will apply mutatis mutandis to them in the same manner that they apply to us but only if and to the extent we elect to do so.  An extension may be retroactive or prospective or both, at our discretion.

 

27. Additional Terms

 

(a)        Compliance with Laws.  Any reference to “Law” or “Laws” in the User Agreement 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, including, without limitation, any applicable U.S. export laws or regulations.  Access to the Website, CRED3 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.  The User Agreement and the other Terms do not create any agency, partnership, joint venture, or employee-employer relationship. Except for the Indemnified Persons, there are no third party beneficiaries of the Terms.

 

(c)        Severance.  If any part of the User Agreement 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.  The User Agreement and the other Terms form a contract that is personal to you and you may not transfer or assign the User Agreement or any other Terms or delegate any obligations or responsibilities under the User Agreement or any other Terms to anyone.  Any at­tempt by you to assign, transfer or delegate will be null and void.  We have the right to transfer or assign the User Agreement and the other Terms and to delegate or subcontract our obligations and duties to contractors and others.

 

(e)        Jurisdiction; Choice of Law; Export Limitations.  This Website and the CRED3 Services are controlled by us (and our contractors) from our (and our contractors’) facilities in the United States of America and is directed to residents and citizens of the United States.  If you access the Website, CRED3 Services or any CREDibility CREDibility 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 Services or a CREDibility CREDibility Dashboard in violation of U.S. export Laws and regulations or the Terms.  The Terms and all perfor­mances and claims of every nature between you and us 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 we 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)        Interpretation. The paragraph or sections headings in the Terms are included to help make provisions of the Terms easier to read and have no limiting effect.  The wording and expression of the 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. 

 

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

 

(h)       Entire Agreement. The Terms comprise the entire agree­ment between you and us with respect to any of the Website, CRED3 Services, CREDibility Dashboards, Content, or Contributions, and the Terms supersedes all contemporaneous and prior agreements between the Par­ties regarding such Website, CRED3 Services, CREDibility CREDibility Dashboards, Content or Contributions.  Neither Party has relied on any representations, warranties or promises made by the other Party that are not expressly set forth in the Terms.  You should print out and retain a copy of the Terms for your records.

 

(i)         Confidentiality.  All aspects of the CRED3 Services and information relating to it disclosed by us will be kept confidential by you except for any aspect or information that is publicly known or disclosed to the public through this Website or the permitted use of the CRED3 Services.  If you are a CREDibility Dashboard Owner you may make disclosures to your Representatives, Contributors and Recipients as reasonably necessary to use the CRED3 Services as permitted by the Terms.  If you are a Representative you may make disclosures to the applicable CREDibility Dashboard Owner, other Representatives, Contributors and Recipients as reasonably necessary for use of the CRED3 Services as permitted by the Terms.  If you are a Contributor you may make disclosures to CREDibility Dashboard Owners, their Representatives, and Recipients as reasonably necessary to be a Contributor pursuant to the CRED3 Services.  If you are a Recipient you may make disclosures to CREDibility Dashboard Owners and their Representatives and Contributors as reasonably necessary to be a Recipient pursuant to the CRED3 Services.

 

NOTICES

 

(A)       COMPLAINTS.  If you have a complaint about CRED3, LLC or the Website or CRED3 Services you may contact us 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 online and implemented by you as you deem appropriate.

 

(C)       SERVICE MARKS

 

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

 

CRED3

 

All rights are reserved by CREDcube, LLC