Terms of Use Agreement

Version 1.0

This Terms of Use Agreement (“Agreement”) is between Cruvee, Inc. (“Cruvee”) and the person or entity that has clicked on the “AGREE” button below (“you,” “your” or “yours”), and describes the terms under which you may submit written materials, photographs or other content which you own or as to which you have all necessary rights (collectively, “Content”) to Cruvee for posting on Cruvee ’s website located at www.cruvee.com or elsewhere (collectively, the “Site”). By clicking on the “AGREE” button below, and completing the associate registration form below, you are agreeing to comply with and be bound by all the terms of this Agreement.

YOU REPRESENT THAT IF YOU ARE A NATURAL PERSON THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT, AND THAT YOU AGREE WITH ALL THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE “DO NOT AGREE” BUTTON BELOW, AND YOU MAY NOT USE THE SITE TO SUBMIT CONTENT. CRUVEE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME, AND POST THOSE CHANGES HERE. YOUR CONTINUED USE OF THIS SITE AFTER ANY SUCH CHANGE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGED AGREEMENT. IF YOU WISH TO BE NOTIFIED OF ANY CHANGES TO THIS AGREEMENT BY EMAIL, PLEASE CLICK HERE AND PROVIDE A VALID EMAIL ADDRESS. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU PROVIDE SUCH EMAIL ADDRESS OR RECEIVE SUCH NOTIFICATION.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

REGISTRATION DATA; ACCOUNT SECURITY

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Cruvee, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE

All content on the Site, as well as, Content provided by you according to this Agreement (collectively, "Cruvee Content"), is the proprietary property of Cruvee, its licensors or other users of the Site. No Cruvee Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Cruvee’s prior written permission, except that the foregoing does not apply to your own Content (as defined above) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited revocable, non-exclusive, non-transferable license, without the right to grant sublicenses, to access and use the Site and the Cruvee Content and to download or print a copy of any portion of the Cruvee Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own Content, you may not upload or republish Cruvee Content on any Internet, Intranet or Extranet site or incorporate Cruvee Content in any other database or compilation. Any other use of Cruvee Content is strictly prohibited. Such license is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Cruvee Content other than as specifically authorized herein, without the prior written permission of Cruvee, is strictly prohibited and may be deemed a material breach of this Agreement at Cruvee’s option. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

TRADEMARKS

CRUVEE, DECANTER INBOX and other Cruvee logos, designs, page headers, button icons, scripts and service names are common law or registered trademarks or trade dress of Cruvee in the U.S. or other countries. You may not use any of these items as part of any domain names, or in connection with any product or service in any manner that is likely to cause confusion.

USER CONDUCT

You understand that except for advertising programs offered by us on the Site, the Site is available only for your personal, non-commercial use only unless stipulated and allowed by Cruvee. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Site, including without limitation the Cruvee Content, will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. In addition, you agree not to use the Site to:

• harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
• use automated scripts to collect information from or otherwise interact with the Site;
• upload, post, transmit, share, store or otherwise make available any Content that Cruvee deems deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• register for more than one account, register for an account on behalf of an individual other than yourself, or register an account on behalf of entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• solicit personal information or solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intimidate or harass any third party;
• upload, post, transmit, share, store or otherwise make available Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account or create a false identity on the Site;
• upload, post, transmit, share, store or otherwise make available Content that, in the sole judgment of Cruvee, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Cruvee or its users to any harm or liability of any type.

USER CONTENT POSTED ON THE SITE

You are solely responsible for the photos, profiles, messages, notes, text, information, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that Cruvee may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of Cruvee violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Cruvee.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as Cruvee deems necessary in order to facilitate the posting and storage of the User Content. By posting User Content, you automatically grant, and you represent and warrant that you have the right to grant, to Cruvee an irrevocable, perpetual, non-exclusive, transferable, fully paid, royalty-free, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, digitally perform, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time.

CRUVEE PROVIDES THE SITE, ALL CRUVEE CONTENT, MOBILE SERVICES AND ALL ITEMS UNDER THIS AGREEMENT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER. CRUVEE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEALING OR OTHERWISE, WITH RESPECT TO THE SITE, THE CRUVEE CONTENT AND ALL ITEMS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND CONTENT.

LINKS TO THIRD PARTY SITE

The Site may contain links to web sites controlled, owned, and operated by third parties (the "third-party sites"). Cruvee cannot control and has no responsibility for the accuracy or availability of information provided on the third-party sites. You acknowledge that use of any third-party sites is governed by the terms of use for those websites, and not by this Agreement. Links to third-party sites do not constitute an endorsement or recommendation by Cruvee of such sites or the content, products, advertising or other materials presented on such sites, but are only for your convenience and your access to them at your own risk. Such third-party sites may have a privacy policy different from that of Cruvee and the third-party site may provide less security than this Site. Cruvee is not responsible for the content of any third-party web sites, nor does Cruvee make any warranties or representations, express or implied, regarding the content (or the accuracy of such content) on any third-party web sites, and Cruvee shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such sites or otherwise.

REVIEWS

All reviews, ratings or other submissions communicated to Cruvee through this Site (collectively, "Submissions") will be deemed and remain the property of Cruvee, and Cruvee is entitled to use any Submission for any purpose, without restriction or compensation to the individual who has provided the Submission. Cruvee shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by Cruvee or as otherwise required by applicable law. Nothing herein contained shall be construed as limiting Cruvee’s responsibilities and obligations under its Privacy Policy.

COMMENTS BY USERS ARE NOT THE VIEWS OF CRUVEE

Cruvee does not necessarily endorse, support, sanction, encourage, verify or agree with the comments, opinions or statements posted on bulletin boards, forums or otherwise contained in the Site. Any information or material placed online, including advice and opinions are the views and responsibility of those who post the statements, and do not necessarily represent the views of Cruvee or its third-party providers.

CRUVEE MOBILE SERVICES

The Site may include certain services that are available via your mobile phone, including (i) the ability to upload User Content to Cruvee via your mobile phone (Mobile Uploads), (ii) the ability to receive and reply to Cruvee messages, (Mobile Texts) and (iii) the ability to browse Cruvee from your mobile phone (Mobile Web), Cruvee does not charge for these services (“Mobile Services”). However, your carrier's normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that Cruvee may communicate with you regarding Cruvee and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

COPYRIGHT COMPLAINTS

Cruvee respects the intellectual property rights of others and prohibits users from uploading, posting or otherwise transmitting on the Site any materials that violate another party's intellectual property rights. When Cruvee receives proper “Notification of Alleged Copyright Infringement,” pursuant to the provisions of the Digital Millennium Copyright Act (“DMCA”), Cruvee will remove or disable access to the allegedly infringing material.

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to Cruvee’s Designated Agent.

REPEAT INFRINGER POLICY

Cruvee may, at Cruvee's sole discretion, permanently terminate the accounts of members who are deemed by Cruvee to be copyright infringers. Cruvee may also at its sole discretion limit access to the Site or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

THIRD PARTY WEBSITES AND CONTENT

The Site contains (or you may be sent by Cruvee) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Information”). Such Third Party Information is not investigated, monitored or checked for accuracy, appropriateness, or completeness by Cruvee, and Cruvee is not responsible for any Third Party Sites accessed through the Site including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites. If you decide to leave the Site and access the Third Party Sites or to use any Third Party Information, you do so at your own risk and you should be aware that Cruvee’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the Site.

USER DISPUTES

You are solely responsible for your interactions with other Cruvee users.

PRIVACY

Cruvee cares about your privacy. Click here to view the Cruvee’s Privacy Policy. By agreeing to this Agreement, you are consenting to have your personal data transferred to and processed in the United States.

LIMITATION ON LIABILITY

IN NO EVENT WILL CRUVEE OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR ANY CRUVEE CONTENT, USER CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF CRUVEE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CRUVEE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CRUVEE DURING THE TERM OF MEMBERSHIP, OR FIVE HUNDRED DOLLARS ($500), WHICHEVER IS LESS. IN NO CASE WILL CRUVEE'S TOTAL LIABILITY TO YOU EXCEED ONE THOUSAND DOLLARS ($1000). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

TERMINATION

Cruvee may terminate your membership, delete your profile and any User Content or information that you have posted on the Site and prohibit you from using or accessing the Site (or any portion, aspect or feature of the Site) for any reason, or no reason, at any time in its sole discretion, with or without notice.

GOVERNING LAW; VENUE AND JURISDICTION

The laws of the State of Arizona as govern contracts entered into and performed in Arizona between Arizona residents, and without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Cruvee. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Maricopa County, Arizona, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Arizona.

ARBITRATION

YOU AND CRUVEE AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR THE SITE SHALL BE FINAL AND BINDING ARBITRATION TO TAKE PLACE BEFORE A SINGLE ARBITRATOR IN MARICOPA COUNTY, ARIZONA, ACCORDING TO THE THEN CURRENT COMMERCIAL DISPUTE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, except that Cruvee shall be free to seek and obtain injunctive or other relief as may be appropriate in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site be instituted more than three (3) years after the cause of action arose.

INDEMNITY

You agree to indemnify and hold Cruvee, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any User Content, your use of the Site, your conduct in connection with the Site or with other users of the Site, or any violation of this Agreement or of any law or the rights of any third party.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site ("Submissions"), provided by you to Cruvee are non-confidential and shall become the sole property of Cruvee. Cruvee shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

OTHER

This Agreement is the entire agreement between you and Cruvee regarding this subject matter, superseding any prior agreements, communications or discussions between you and Cruvee relating thereto. The failure of Cruvee to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.