These Terms of Service include Disclaimers and a Limitation of Liability that limit Cruva’s liability. With very limited exceptions, disputes between you and Cruva must be resolved by binding arbitration and not in court.
Welcome
Surgify Inc. and its affiliated entities (“Cruva”, “we”, “us”, “our”) provide an online marketing platform and API data feeds (“Platform”) to help merchants reach affiliates and manage affiliate relationships on online storefronts, like the TikTok Shop (“Stores”).
This is a binding agreement between Cruva and both you and the entity you represent, if applicable (collectively “you”). These Terms of Service (the “Agreement”) govern your access and use of the Platform and any other products or services provided by Cruva through the Platform. The Cruva Privacy Policy at https://cruva.com/privacy explains how we use personal data the Platform collects.
Before using the Platform, please read this entire agreement carefully. If you do not agree, stop using the Platform immediately. If you access or use the Platform in any way, you agree that you: (i) have read and understand this Agreement; (ii) have the authority to bind yourself and any entity you represent; (iii) accept this Agreement; and (iv) will not use the Platform in a manner that violates any Store rules, terms, or agreements that apply to you.
You acknowledge and accept that Cruva cannot prevent Stores from modifying their rules, terms, or agreements that affect or apply to you, your Brand Deals. If any Store modification is unacceptable to you, your only recourse is to disconnect that Store and cease participating in Brand Deals through that Store or terminate this Agreement in accordance with the Termination & Suspension process below.
What’s the Platform?
The Platform allows Brands and Affiliates to formalize relationships under Brand Deals (as defined below). “Brands” are businesses seeking to partner directly with Affiliates to promote the Brand and its Store listings. Brands can use the Platform to message publishers, influencers and creators with Store accounts (collectively, “Affiliates”). Affiliates can partner directly with Brands to promote Brands’ Store listings. The Platform can be used to track and pay fees and commissionable amounts based on Store data, if agreed upon under a Brand Deal (as defined below).
Business Use Only
Cruva may only be used for business purposes and in business-to-business (B2B) transactions. If you are an Affiliate, you may use Cruva in your individual capacity only as the sole proprietor of your business. Cruva is not available to consumers, or to persons using the Platform primarily for personal, family, or household purposes.
Cruva’s direct competitors are prohibited from accessing or using the Platform, except with Cruva’s prior written consent. In addition, the Platform may not be accessed for any benchmarking or competitive purposes, or used in any manner inconsistent with Permitted Use below.
Contact Us
You may contact us regarding the Platform or this Agreement at: support@cruva.com.
Changes to this Agreement and the Platform
This Agreement is effective as of the Last Update date above. We may update this Agreement from time to time as the Platform evolves, by updating the Last Update date. We will also notify the email address in your User ID no less than 30 days before any updated version goes into effect. Material changes will not apply to you until the later of:
- 30 days after the updated version is posted or we notify you regarding the update; and
- If you use Cruva under an Order Form, when your Order Form renews.
Please check this Agreement periodically to ensure you are aware of any updates. Continuing to use the Platform after the Last Update becomes applicable to you constitutes your acceptance of the current Agreement.
Notwithstanding the foregoing, Cruva may, at any time and in its sole discretion, without prior notice, and without any liability to any User, modify or discontinue any portion of the Platform, either temporarily or permanently.
Registration
Accounts & User IDs
You must be 18 years of age or older to create a User ID and access the Platform. To access the Platform, you must register using an email address (each, a “User ID”). Brand User IDs are linked to the Store account(s) you authorize the Platform to access. If you administrate more than one Store seller ID or advertiser ID, your Brand User ID can be used to administrate some or all of them, as permitted by an Order Form.
You are responsible for all acts, omissions and content creation carried out under your User ID, and Cruva will consider all acts, omissions and content on the Platform under your User ID as authorized by you.
Platform Services
Discovery features and API usage
Consistent with our Privacy Policy, Cruva may also offer discovery and directory features, like “AI Creator Search” or discovery APIs, to facilitate the formation of new affiliate relationships. Brands are not permitted to use information provided through Cruva’s discovery and directory features outside of use on and through the Platform. You agree that Cruva is not responsible for any off-Platform use of such information, and you acknowledge that off-Platform use of such information may violate privacy law.
Brand Deals
Brands may require Affiliates to enter into a separate agreement governing the Brand-Affiliate relationship, including fees payable for commissionable events, the creation of Affiliate content promoting a Brand’s products or Store listings or the promotion of preexisting Affiliate content (each, a “Brand Deal”). Brands are solely responsible for writing and maintaining the Program’s description and Brand Deals.
Brands and Affiliates are solely responsible for reviewing and complying with each Brand Deal they enter into.
Cruva is not and will never be a party to any Brand Deal. Cruva has no liability, responsibility, or obligation relating to any such agreement. And Cruva cannot compel a Brand or Affiliate to perform its obligations under a Brand Deal.
You acknowledge and agree that you, and not Cruva, are solely responsible for (i) evaluating and determining suitable Brands, Stores, Affiliates, Programs and Brand Deals; (ii) creating, reviewing, negotiating, modifying and agreeing to Brand Deals; (iii) verifying any information about another user; and (iv) adhering to and monitoring performance under your Brand Deals.
For clarity, Brands are responsible for the terms of their Brand Deals. Brands may, in their discretion, develop their Programs and Brand Deals using materials made available through the Platform, such as suggested language, templates, paid placement offer forms, and FAQ disclosures. The use of materials from Cruva is entirely optional, solely within the discretion of the Brand. For clarity, a Brand’s use of Platform materials to draft or revise any Brand Deal does not create any Cruva responsibility, obligation, duty or liability to you.
Event Data
Cruva processes and displays transaction and attribution data from Store APIs (“Event Data”). Commissions resulting from Brand Deals that provide for an Affiliate’s use of affiliate link(s) (“commissions”) are calculated based on this Event Data and, for Brand Affiliate Programs, the commission values agreed upon by the Brand and Affiliate through the Platform. For Placement Programs, Data Sources also include Affiliate-connected Outside Services.
At times, Data Sources may record refunds, chargebacks, or other events that change previously recorded conversions and sales. In these cases, commission amounts will be adjusted to reflect the latest Event Data from the respective Data Source.
Cruva is not responsible for errors in commission calculations caused by inaccurate or incomplete Event Data. It is the responsibility of Brand and Affiliate to identify any such errors in Event Data and seek to remedy them with the Store directly. If, as a result, the Store changes previously recorded conversions and sales, commission amounts will be adjusted as described above.
Outside Services
The Platform may provide, embed, integrate, connect or link to third party services, data, content, products and software (collectively, “Outside Services”). You may be able to connect Outside Services to your User ID in connection with certain Platform features. Cruva makes no warranties in relation to, nor does it endorse or otherwise guarantee the information contained in, Outside Services or their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. Data and content provided and made available by Outside Services is provided for your convenience but is not under Cruva's control.
Outside Services are controlled by the third-party provider, not Cruva, and may be subject to additional legal terms (“Outside Terms”) made available by the third-party. Your acceptance of any Outside Terms may create an agreement between you and the third party. Cruva is not a party to Outside Terms.
Cruva does not warrant or accept any liability or obligation to you or any other user with respect to Outside Services, and you acknowledge and agree that we are not responsible for, and disclaim all liability for such Outside Services and any act or omission of any provider of Outside Services.
Payments
Affiliate Compensation
Brand Deals may provide for the payment of commissions, rewards or other fees to Affiliates (collectively, “Affiliate Compensation”). Brands may, but are not required to, use the Platform to pay Affiliate Compensation. Regardless of the manner of payment of Affiliate Compensation between Brands and Affiliates, Cruva’s role is solely to calculate and supply Affiliate Compensation amounts to our Payment Provider(s) (defined below), as described in more detail under Payment Processing below and Event Data above.
Payment dates for Affiliate Compensation depends entirely on the terms of the Brand Deal.
You agree and acknowledge that Cruva cannot resolve any payment disputes among users and that any such disputes must be resolved directly among the affected users. For the avoidance of doubt, Cruva does not guarantee that any Brand is able to pay or will pay commissions or other fees owed to Affiliate(s) and Cruva is not responsible for non-payment by any Store or Brand.
Transaction Fees on Payments
Affiliate Compensation payments made using credit cards accrue transaction fees. Except as otherwise provided in this Agreement, Brands are solely responsible for any credit card fees charged to Cruva by the Payment Provider in connection with any payment Brands make to Affiliates through the Platform. These credit card fees are listed on the Payment Provider’s website and may be amended from time to time in the Payment Provider’s sole discretion. After an invoice has been paid with a credit card, the associated credit card fees incurred by Cruva will be automatically billed in a separate payment. Any transaction fees associated with bank debits or transfers will be covered by the Platform.
Payments must be effected with U.S. Dollars and currency-conversion fees may be assessed by Payment Providers if a party elects to send or receive the payment in another currency. If an Affiliate elects to be paid in currency other than the U.S. Dollar, then the Affiliate is responsible for any fees needed to receive payment in the chosen currency. If Affiliate does not elect to be paid in a currency other than the U.S. Dollar but a Brand nevertheless elects to pay in a currency other than the U.S. Dollar, then the Brand is responsible for any conversion fees needed to send the payment in U.S. Dollars.
Cruva Fees and Payment
Fees
Cruva charges fees to Brands set forth in their Order Form or, if no Order Form applies, as shown in your User ID’s billing settings (the “Platform Fees”). By using the Platform, you agree to pay all Platform Fees. Subject to applicable law and any Order Form, Cruva reserves the right to adjust its pricing and fees at any time.
Payments to Cruva
To use the Platform, each Brand must provide and maintain on file under its User ID information for at least one valid Payment Method. “Payment Method” means a valid credit card issued by a bank acceptable to Cruva, a bank account linked to Brand’s User ID, a debit card, or such other method of payment as Cruva may accept from time to time in its sole discretion.
You authorize Cruva, as applicable, to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your Payment Method, and to charge your Payment Method for amounts owed as set forth in this Agreement. By providing Payment Method information, you represent that: (i) you are legally authorized to provide such information; (ii) you are legally authorized to make payments using the Payment Method(s); and (iii) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law.
Payment Processing
Payment processing services for the Platform are provided by third party payment processors (any, a “Payment Provider”). As of the Last Update, Stripe, Inc. is Cruva’s Payment Provider.
All payments facilitated by the Platform are processed by the Payment Provider, which may require that you enter a separate agreement with the Payment Provider. Cruva is not a party to your agreements with any Payment Provider, and will have no liability, responsibility or obligation under such agreements. It is your responsibility to keep any information you provide to any Payment Provider up-to-date, and Cruva has no responsibility for incorrect or delayed payments.
Non-Payment
If you fail to pay any Platform Fees, Affiliate Compensation or any other amounts when due, whether to Cruva or to any other Platform user, Cruva may, without notice, (i) temporarily suspend or permanently revoke your access to the Platform, (ii) charge all or a portion of any amounts due and owing to any Payment Method on file for you, and (iii) pursue any other remedies that may be available under applicable law or this Agreement.
In addition, Cruva may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with such agencies and authorities in any investigation or prosecution. Furthermore, while Cruva may pursue remedies for non-payment under this Agreement and as may be available under applicable law, it is not obligated to take any such specific actions, and its decision not to pursue any one or more remedies will not constitute a breach of this Agreement.
Notwithstanding the temporary suspension or permanent revocation of your access to the Platform due to non-payment, you will remain responsible and liable for any amounts payable to Cruva.
Content & Rights
When you use the Platform, you will have access to: (i) content that we provide on and through our Platform (“Our Content”), (ii) content that you supply, provide or upload while using our Platform (“Your Content”), and (iii) data that you provide through your User ID or we collect from your use of the Platform, such as Event Data (“Your Data”). You agree that you have all appropriate rights to provide Your Content and Your Data to and through the Platform and to permit its use in accordance with this Agreement.
Our Content; Ownership of Platform
Cruva owns all right, title and interest in the Platform and all intellectual property, information, material, or content provided by Cruva related to the Platform or contained within the Platform, and any update, adaptation, translation, customization or derivative work of that intellectual property, information, material, or content, which will remain with Cruva and its licensors. Our Content includes any nonpublic information the Platform makes available. For clarity, except for Your Data and Your Content, any text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Platform is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property law rights.
Cruva expressly reserves all rights, title, and interest in and to the Platform and Our Content. You obtain no ownership or proprietary rights in the Platform by virtue of your use.
How We Use Your Data and Your Content
Primarily, we use Your Content and Your Data to provide our services to both Affiliates and Brands. For instance, the Platform maintains information on the users who are party to Brand Deals, what payments were made when, the amounts of payments still owed, and other data necessary to enable fair and transparent treatment of Affiliates and Brands.
Cruva has the right (but not the obligation) to remove Your Content in its sole discretion. Please do not supply, provide or upload any unnecessary or sensitive personal information to the Platform. Your Content, including communications made by or to you through the Platform, are not considered confidential. Cruva cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.
Your Data, as collected by Cruva through the Data Sources, does not include any consumer or personal data. In general, the only personal data the Platform receives and processes is any provided in your User ID. For more information, review the Cruva Privacy Policy.
You grant Cruva a perpetual, irrevocable, royalty-free, fully paid-up, and worldwide license to access, collect, store, disclose, deidentify and use Your Content and Your Data, solely as described in this Agreement and the Cruva Privacy Policy. We may deidentify Your Data and use aggregate deidentified data for the purpose of providing and improving the Platform and related services, subject to the Cruva Privacy Policy and applicable law.
Permitted Use
Cruva fosters a trusted environment to foster Brand Deals and Brand-Affiliate relationships. You are only permitted to use Our Content and the Platform for the purposes described in this Agreement. You agree to communicate honestly and provide true, complete, and accurate information through the Platform.
For clarity, a nonexhaustive description of Prohibited Uses follows below. Please contact us if you have any doubt about permitted behavior. Any use of the Platform inconsistent with this Permitted Use section may lead to the suspension or revocation of your access to the Platform.
Prohibited Use
You may not (collectively, “Prohibited Use”): (a) access or use the Platform in any way not expressly permitted by this Agreement; (b) use the Platform’s Brand and Affiliate discovery, APIs, directory or index features, or the contents thereof, to solicit, induce or engage any party described therein to use any other service for any function substantially similar to those provided through the Platform; (c) deep-link to any portion of the Platform for any purpose; (d) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect the Platform; (e) create adaptations, translations, or derivative works based on the Platform, in whole or in part, or otherwise exploit any part of the Platform; (f) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; (g) upload to or transmit through the Platform any information or content that violates any laws or is, in the sole judgment of Cruva, offensive, hateful, obscene, defamatory; or (h) use the Platform in any manner that violates any Store rules, terms, or agreements that apply to you.
You must promptly notify Cruva if you know or suspect Prohibited Use through your User ID. We may investigate and take any action we deem appropriate if we believe that you have violated this Agreement, misused our Platform, or behaved in a way that we deem inappropriate or unlawful.
Termination & Suspension
You may use the Platform indefinitely or, where applicable, for the period provided in your Order Form, unless your use is suspended or terminated as provided in this Agreement or the applicable Order Form.
Termination
This Agreement may be terminated as follows:
- Your closure: You may cancel as provided in your Order Form. If you registered without entering into an Order Form, then you may close any User ID you control following the instructions provided on the Platform.
- Nonpayment of Cruva Fees: Cruva may suspend your access to the Platform or terminate your User ID, effective on written notice to you, if you fail to pay any amount when due hereunder, and such failure continues for more than ten (10) days after Cruva’s delivery of written notice.
- Material breach: You or Cruva may terminate this Agreement (as between you and Cruva) effective on written notice, if the other party materially breaches this Agreement, and, where curable, the breach remains uncured after thirty (30) days.
- Insolvency. This Agreement will terminate with immediate effect if you:
- become insolvent or are generally unable to pay, or fail to pay, your debts as they become due;
- petition for or become subject to any bankruptcy or insolvency proceeding, whether voluntary or involuntary, foreign or domestic;
- make or seek to make a general assignment for the benefit of creditors; or
- come under the control of a receiver, trustee, custodian, or similar agent by order of any court of competent jurisdiction to administrate or sell any material portion of your property or business.
Suspension
Notwithstanding the foregoing, if you violate this Agreement (such as the Non-Payment provision below) or engage in any Prohibited Use, Cruva may temporarily or indefinitely suspend or disable any applicable User ID.
Effect
Payment obligations accruing prior to any termination, or expiration of your Order Form, will remain due and payable in accordance with this Agreement.
The rights and obligations under Payments, Content & Rights, Liability, Dispute Resolution, General Provisions and this Termination & Suspension section (along with any other provision necessary to effect any of the foregoing) survive any suspension, termination or expiration of this Agreement or your use of the Platform.
Representations & Warranties
In addition to representations and warranties made elsewhere in this Agreement, you represent and warrant that: (i) you have the full right and authority to enter into, execute, and perform your obligations, provide Your Data and grant the licenses specified in this Agreement; (ii) the information you provide to Cruva, the Platform and any other user will be true, honest and accurate; (iii) you will act in full compliance with all applicable laws and regulations; (iv) you have entered or will enter into a valid and enforceable agreement with each Brand or Affiliate you engage under a Brand Deal; and (v) no other contract, agreement, undertaking or obligation prevents or restricts your ability to comply with this Agreement.
Cruva represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations and grant the licenses specified in this Agreement.
Liability
Disclaimers
USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CRUVA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS. CRUVA DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY RESULTS, OR THAT THE PLATFORM IS OR WILL BE ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. CRUVA IS AND WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANYONE ELSE (INCLUDING PAYMENT PROVIDERS, STORES, CREATORS OR SELLERS), (ii) ANY PROGRAM, PROGRAM AGREEMENT OR OTHER OFFERING OF CRUVA’S USERS OR OUTSIDE PROVIDERS; AND (iii) ANY PRODUCTS MADE AVAILABLE THROUGH THE PLATFORM (INCLUDING GOODS A SELLER OR CREATOR RECEIVES FROM A MARKETPLACE OR ANOTHER CRUVA USER, SUCH AS SAMPLE GOODS OR REWARD PURCHASES).
Limitation of Liability
Except for Indemnification obligations, Platform Fees, and any breach by you of any of Cruva’s intellectual property rights (described under Our Content; Ownership of Platform), to the fullest extent allowed by applicable law:
(i) IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE—WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY—FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF USE OR LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, WHETHER OR NOT THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and
(ii) IN NO EVENT AND REGARDLESS OF THE THEORY OF RECOVERY WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS) IN CONNECTION WITH YOUR USE OF THE PLATFORM OR YOUR RELATIONSHIP WITH CRUVA EXCEED THE GREATER OF (a) THE AMOUNT OF FEES ACTUALLY PAID (EXCLUDING CREATOR COMPENSATION) TO CRUVA BY YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY, AND (b) $1,000.
Indemnification
Cruva will defend and indemnify you from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses (such as reasonable legal fees), arising under third party claims or allegations (“Claims”) alleging that the Platform or its operation violate or infringe upon any third party intellectual property or privacy rights, except to the extent caused by you.
You will defend and indemnify Cruva (including its officers, directors, affiliates, partners, employees, agents, successors, and assigns) from and against Claims against Cruva relating to:
(i) your access to or use of the Platform;
(ii) any breach of any of your warranties, representations or obligations under this Agreement or any documents referenced within it;
(iii) any violation of any applicable law (including, without limitation, any privacy law) and the rights of a third party (including, without limitation, privacy or intellectual property rights); and
(iv) any breach, misrepresentation or failure to perform under any Brand Deal by you or anyone acting on your behalf in connection with any Brand Deal.
This obligation will survive any suspension, termination or cessation of your use of the Platform.
Dispute Resolution
This section governs disputes between you, on the one hand, and Cruva, on the other. For clarity, disputes among Brands, Affiliates and any other party may be subject to the provisions of Brand Deals or Outside Terms.
In general
Any dispute, claim or controversy between you, on the one hand, and Cruva, on the other, arising from or relating in any way to this Agreement, the Platform or Cruva’s relationship with you (collectively, “Dispute”), will be exclusively resolved through binding individual arbitration or local small-claims court, as provided in this Dispute Resolution section. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND CRUVA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION TO RESOLVE ANY DISPUTE.
Informal Process First
Like you, we want to resolve any Dispute without significant delay or expense. You and Cruva agree that in the event of any Dispute, you or Cruva will first contact the other and make a good faith effort to resolve the Dispute for not less than thirty (30) days before initiating arbitration or, where applicable, filing in small claims court under the Small Claims Court Exception.
Arbitration Agreement and Class Action Waiver
After the informal dispute resolution period, any remaining Dispute will be resolved by binding individual arbitration, including threshold questions of arbitrability and any other matters delegable to an arbitral proceeding. You and Cruva agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, or any successor thereto (the “JAMS Rules”). Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any arbitration under these terms will take place on an individual basis – class arbitrations and class actions are not permitted. Notwithstanding the foregoing, you and Cruva will have the right to bring an action in a court of proper jurisdiction for equitable relief, pending a final decision by the arbitrator.
Small Claims Court Exception
You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Governing Law and Jurisdiction
This Agreement will be governed pursuant to the laws of the State of California, USA, without regard to its conflict of laws principles. You agree that Cruva may initiate a proceeding related to the enforcement or validity of Cruva’s intellectual property rights in any court having jurisdiction. Subject to the foregoing and the Arbitration Agreement and Class Action Waiver section above, in the event of any dispute regarding your use of the Platform or otherwise arising under this Agreement, you and Cruva consent to the exclusive jurisdiction and venue of the courts in Los Angeles County, California.
General Provisions
Privacy
By accessing or using the Platform, you intend to and expressly agree to be bound by all the terms and conditions of the Cruva Privacy Policy. If you do not agree to these terms and conditions, you may not use the Platform. Any information that you provide to Cruva is subject to the Cruva Privacy Policy, which governs Cruva’s collection and use of your information. You understand that through your use of the Platform you consent to the collection and use of your information as set forth in the Cruva Privacy Policy.
Publicity
With your prior written consent, Cruva may use your name, trademarks and service marks to identify you as a Cruva user on Cruva’s websites and in sales and marketing materials and activities.
Interpretation
Any words following the terms ‘including,’ ‘include,’ ‘in particular,’ ‘for example’, ‘such as’ or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, phrase or description preceding those terms. The word ‘or’ as used in this Agreement is not exclusive. The failure of either party to exercise, in any way, any right under this Agreement does not waive any further rights the Agreement provides.
Force Majeure
In no event will we be liable to you, or be deemed to have breached this agreement, for any failure or delay in performing our obligations, to the extent such failure or delay is caused by any circumstances beyond our reasonable control.
Miscellaneous
These Terms, all other legal notices and policies on this website, and any other agreements entered into between you and Cruva (e.g., Order Forms), constitute the entire agreement between Cruva and you pertaining to the subject matter of this Agreement and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Cruva. Cruva may provide you with notice as required in this Agreement via email to any address you have provided. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions.
Cruva may transfer or assign this Agreement in the event of a change of control of Cruva, including a merger, acquisition, or sale of all or substantially all of Cruva’s assets. Any attempt by you to transfer or assign this Agreement or any of your rights or obligations hereunder is void unless Cruva has provided its prior written consent to the transfer or assignment you specified in writing. You and Cruva agree there are no third-party beneficiaries intended under the Agreement. You acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Cruva.