Last Updated May 19, 2020
PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE ACCESSING, DOWNLOADING OR OTHERWISE USING THE CRC SERVICES. BY CLICKING “I ACCEPT” OR BY DOWNLOADING OR OTHERWISE USING THE CRC SERVICES (AS DEFINED BELOW), YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, SUCH ENTITY MAY NOT USE THE CRC SERVICES AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE CRC SERVICES. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO ACCESS, DOWNLOAD OR OTHERWISE USE THE CRC SERVICES. This Agreement is between Critical Research Corporation (“CRC”) and you, the licensee of the CRC Services (“you” or “your”). This Agreement is effective the earlier of the date that you sign or accept this Agreement, download the CRC Services and the date that you begin using the CRC Services (“Effective Date”).
THIS AGREEMENT REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF THE CRC SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this Agreement; and (c) are not a person barred from using the CRC Services under the laws of any applicable jurisdiction. THE CRC SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE CRC SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.
“Agents” are distinct installations of Rumble-branded agent software for a given billing account, each tied to a specific Organization in Your Environment and used in conjunction with the SaaS Platform.
“CRC Services” means any and all of the services, software and other offerings provided by CRC pursuant to this Agreement, including the SaaS Platform, Scanners and Agents, the offerings provided through https://www.rumble.run, any mobile applications and APIs provided by CRC, and all such services and software labeled as trial, preview or otherwise. CRC Services may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, sample data sets, and hardware devices as provided by CRC.
“Data” means the raw data you upload or submit to CRC and the resulting data from the processing of such raw data using the CRC Services.
“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to CRC related to the CRC Services.
“Internal Purposes” means internal business use within your systems, networks, and devices (“Your Environment”), to conduct scanning and monitoring of computer networks, as well as testing and evaluation of the CRC Services in order to provide Feedback. Such purposes also include use of CRC Services as part of services you provide to third party clients (“Clients”), to scan and monitor the computer networks of such Clients, so long as the product is not incorporated into your, a Client’s or other third-party’s, product or software.
“Live Asset” is a computer, device, or other system within a particular Organization that responds to network requests during the last scan of the specific network to which it belongs.
“Organization” is a distinct sub-entity within Your Environment or your Client’s environment, on which Agents will be deployed to scan and monitor the relevant computer networks. “SaaS Platform” means everything at https://console.rumble.run, https://hub.rumble.run, and related services located in the https://www.rumble.run domain and subdomains, including software, code, algorithms, hosted services, and web interfaces, except the downloadable Scanner.
“Scanner” means all discovery tools, software, scripts and code that are downloadable from the SaaS Platform or otherwise provided by CRC and used, either on a stand-alone basis or in conjunction with the SaaS Platform, to scan and monitor the systems, networks, and devices.
“User” is a distinct named user permitted by you to access the CRC Services defined by an email address and tied to a specific billing account. Users may have access to all Organizations within Your Environment or the applicable Client’s environment, or be limited to accessing just one or more Organizations. You are responsible for all use of the CRC Services by Users. Users with read-only access will not count against your limit on the number of Users.
Your use of the CRC Services is subject to and governed by the terms and conditions in this Agreement. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, CRC grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license during the Term to use the CRC Services in a secure location, only for the Internal Purposes. You may only copy and download the number of Scanners and Agents set forth in your order through https://console.rumble.run or quote, as applicable (an “Order”), and use such Scanners and Agents solely as necessary to enable your permitted use of the CRC Services as set forth herein.
a. Restrictions. Except as expressly authorized in this Agreement or by CRC, you will not, and will not permit any third party to: (i) access or use the CRC Services for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy the CRC Services (except as required to run the CRC Services and for reasonable backup purposes); (iii) modify, adapt, or create derivative works of the CRC Services; (iv) rent, lease, loan, resell, transfer, sublicense, display or distribute the CRC Services to any third party; (v) use or offer any functionality of the CRC Services on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the CRC Services, or “frame” or “mirror” the CRC Services on any other server, or wireless or Internet-based device; (vi) decompile, disassemble, translate or reverse-engineer the CRC Services or otherwise attempt to derive the CRC Services source code, algorithms, methods or techniques used or embodied in the CRC Services; (vii) disclose to any third party the results of any benchmark tests or other evaluation of the CRC Services, (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the CRC Services; (ix) interfere with or disrupt servers or networks connected to any website through which the CRC Services provided; (x) use the CRC Services to collect or store personal data about any person or entity; (xi) use the CRC Services to build a similar or competitive product or service; or (xii) use the CRC Services for any illegal, unauthorized or otherwise improper purposes.
b. Other Parties. Any employee, consultant, contractor, or agent hired to perform services for you may operate the CRC Services on your behalf solely under these terms and conditions, provided that: (i) you are responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; (ii) such use is only in connection with your Internal Purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (iv) you remain fully liable and responsible for any and all acts or omissions by such third parties related to this Agreement.
c. Immediate Termination. Any violation of this Section 3 by you shall be a material breach of this Agreement and CRC may immediately terminate this Agreement without notice.
a. Definition. “Confidential Information” means information that either: (i) is designated as confidential by the Discloser at the time of disclosure; or (ii) would reasonably be understood by the Recipient, given the nature of the information or the circumstances surrounding its disclosure, to be confidential, including without limitation, Discloser’s product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how disclosed by Discloser to Recipient, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date. Confidential Information of CRC also includes the CRC Services and the existence and terms and conditions of this Agreement.
b. Use of Confidential Information. A party which receives Confidential Information under this Agreement (“Recipient”) may not use the Confidential Information from the party which discloses Confidential Information under this Agreement (“Discloser”) in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, this Agreement.
c. Disclosure of Confidential Information. Recipient will: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect and secure such Confidential Information (such precautions to include, at a minimum, all precautions Recipient employs with respect to its own Confidential Information); and (ii) not divulge any Confidential Information to any third party (other than to employees or contractors as set forth below). Any employee or contractor given access to any Confidential Information must have a legitimate “need to know” such Confidential Information for use specified in Section 2 and Recipient will remain responsible and liable for each such person’s compliance with this Agreement.
d. Confidentiality Period. Irrespective of any termination of this Agreement, Recipient’s obligations with respect to Confidential Information under this Agreement expire 5 years from the date of receipt of the Confidential Information (except with respect to any trade secrets and Data where such obligations will be perpetual).
e. Exclusions. This Agreement imposes no obligations with respect to information which: (i) was in Recipient’s possession before receipt from Discloser; (ii) is or becomes a matter of public knowledge through no fault of Recipient; (iii) was rightfully disclosed to Recipient by a third party, who has no restriction on disclosure; or (d) is developed by Recipient without use of the Confidential Information as can be shown by documentary evidence. Recipient may make disclosures to the extent required by law or court order, provided Recipient makes reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order, and has allowed Discloser to participate in the proceeding.
f. Return or Destruction of Confidential Information. Upon termination of this Agreement or written request by Discloser, the Recipient will: (i) cease using the Confidential Information; and (ii) return or destroy the Confidential Information and all copies, notes or extracts thereof to Discloser within seven (7) business days of such request or termination.
a. Term. This Agreement will be effective from the earlier of (i) the date provided above, and (ii) the date on which you first installed, downloaded or accessed a copy of the CRC Services, and shall continue until terminated, as set forth below (the “Term”).
b. Termination. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination.
c. Effect of Termination. Immediately upon termination, (i) all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of the CRC Services; (ii) you will destroy the CRC Services in your possession, or upon request by CRC, return to CRC the Confidential Information that is in your possession or control; and (iii) any and all of your payment obligations for each Order will immediately become due. Upon CRC’s request, you will certify in writing that you have returned or destroyed all copies of CRC’s Confidential Information. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14 and 15, will survive termination of this Agreement. Neither party shall be under any obligation to enter into an agreement after termination or expiration of this Agreement.
d. Suspension. CRC reserves the right at any time to modify, suspend, or discontinue the CRC Services (or any portion thereof) with or without notice, and CRC shall not be liable to you or any third party for any such modification, suspension or discontinuance.
The CRC Services are licensed, not sold, and CRC, its suppliers or its licensors, retains and reserves all rights not expressly granted in this Agreement. CRC, its suppliers or its licensors own all worldwide right, title and interest in and to the CRC Services, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing (collectively, “Intellectual Property Rights”). Except as expressly stated in this Agreement, CRC does not grant you any Intellectual Property Rights in the CRC Services. If CRC provides any third party and open source software (“OSS”), it will be aggregated and provided as object code in a separate library, but shall not be considered part of the CRC Services. Use of such open source software is subject to the applicable open source license provided with the OSS. You agree to comply with all open source software licenses. You will not distribute the CRC Services or combine it with any other software which would result in an obligation to license the aggregate software in any manner. The OSS attributions and location where the open source version of the OSS is available for download is found at https://www.rumble.run/thirdparty. CRC will provide support for OSS in the binary version provided by CRC with the CRC Services as part of support and maintenance. The CRC Services is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions.
a. Fees and Expenses. You shall pay all agreed upon fees for each Order for the CRC Services (“Fees”) and in accordance with terms set forth therein and herein.
b. Payment Terms. You will pay Fees 30 days after the invoice date. CRC shall email invoices to you within two (2) business days of the date of the invoice. You shall provide CRC with complete and accurate billing contact information including a valid email address. All payments to CRC are non-refundable. All payments will be made in United States dollars via electric funds transfer, as per the instructions of CRC. CRC may invoice parts of any Order separately or all in one invoice. Any discounts, interests and taxes invoiced to an Order shall be allocated equally to each CRC Service and licenses provided under Order.
c. Late Payments. If you fail to pay any past due invoice, CRC may revoke or suspend the CRC Services until such time as you bring your account completely current. CRC may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If you are delinquent in your payments for two (2) consecutive months, CRC may, upon written notice to you, modify the payment terms to require full pre-payment of any or all Order Forms (both currently contracted and in the future), or require other assurances to secure your payment obligations hereunder.
d. Taxes. All Fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the CRC Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes solely based on CRC’s net income, and you shall be responsible for payment of all such taxes, duties and charges, and any related penalties and interest arising from the payment of such amounts. If you are legally required to withhold any amounts to be paid to CRC, you will deduct such taxes from the amount otherwise owed, pay the tax to the appropriate taxing authority, and provide to CRC on a timely basis properly executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority, sufficient to permit CRC to establish CRC’s right to a credit for such taxes against CRC’s income tax liability. You shall provide CRC with such assistance as CRC shall reasonably request in connection with any application by CRC to qualify for the benefit of a reduced rate of withholding taxation under the terms of any applicable income tax treaty.
You may provide CRC with Feedback. CRC, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the CRC Services or any related or subsequent versions of such CRC Services. You assign, at no charge, all rights, title and interests in Feedback to CRC, and agree that CRC is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require CRC to comply with any additional obligations with respect to any CRC Services that incorporates your Feedback.
b. Data Warranty and Obligations. You represent, warrant and agree that you have all rights to provide the Data and other materials that you provide or make available to CRC. You acknowledge and agree that you are solely responsible for all Data and for your conduct while using the CRC Services. You acknowledge and agree that: (i) you will evaluate and bear all risks associated with your use and distribution of all Data; (ii) you are responsible for protecting and backing up the Data; (iii) you are responsible for protecting the confidentiality of all Data in your possession and control; and (iv) under no circumstances will CRC be liable in any way for the content of any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. You have full discretion and control on how to store, protect, remove or delete any Data on the CRC Services and CRC shall have no liability for any damages caused by such deletion or removal of or failure to store or protect Data.
a. Mutual Representations and Warranties. Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound.
b. Disclaimer. EXCEPT AS SET FORTH IN SECTION 9.a., CRC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW. CRC SPECIFICALLY DOES NOT WARRANT THAT THE CRC SERVICES WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE CRC SERVICES WILL BE ERROR-FREE, VIRUS-FREE, SECURE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU PROVIDE THE DATA ON AN “AS IS” BASIS AND YOU PROVIDE NO GUARANTEE OF THE ACCURACY OF THE DATA PROVIDED TO CRC. CRC is not obligated to support, update or upgrade the CRC Service.
c. CRC Services Disclaimer for Starter Edition, Evaluation License and Complimentary License Customers. NOTWITHSTANDING ANYTING TO THE CONTRARY HEREIN AND IN ADDITION TO ALL OTHER DISCLAIMERS, ALL CRC SERVICES FOR STARTER EDITION, EVALUATION LICENSE AND COMPLIMENTARY LICENSE CUSTOMERS (“FREE CRC SERVICES”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND YOUR USE OF SUCH FREE CRC SERVICES IS AT ITS SOLE RISK. CRC has no obligations in connection with or in the course of providing the Free CRC Services.
a. IN NO EVENT WILL CRC BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE BETA SOFTWARE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE CRC SERVICES. WITHOUT LIMITING THE FOREGOING, CRC WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE CRC SERVICES, ITS FUNCTIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE CRC SERVICES. CRC’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL ORDER FORMS, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
a. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You will comply fully with all applicable laws, including all applicable laws relating to bribery or corruption, and export laws and regulations of the United States and any other country (“Export Laws”) where you use any of the CRC Services. You represent and warrant that you are not (a) located in, or a resident or a national of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List.
You further represent and warrant that you shall not export, re-export, ship, or transfer the CRC Services to any restricted countries or restricted end users or use the CRC Services in any restricted countries or for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. You understand that the requirements and restrictions of the Export Laws may vary depending on the specific CRC Services and may change over time, and that, to determine the precise controls applicable to the CRC Services, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction. The parties agree that neither the Uniform Computer Information Transaction Act (UCITA) nor the United Nations Convention on Contracts for the International Sale of Goods, shall apply to this Agreement regardless of the states in which the parties do business or are incorporated.
a. ALL CLAIMS (AS DEFINED ABOVE) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS AGREEMENT AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
b. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
c. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
d. Notwithstanding anything to the contrary, you and CRC may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.
e. If CRC implements any material change to this Section 14, such change shall not apply to any claim for which you provided written notice to CRC before the implementation of the change. The prevailing party shall recover its reasonable attorneys’ fees, expert fees, costs including arbitration costs and fees.
All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by email to the address designated in the applicable Order Form, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. Any attempt to assign this Agreement other than as permitted herein shall be null and void.
You acknowledge that CRC may assign, subcontract or delegate any of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the CRC Services, including Confidential Information, and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter.
This Agreement is limited to the use of CRC Services, Data and Confidential Information and as such, this Agreement is separate from and shall have no effect on any other agreement you may have with CRC. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable.
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Any prevention of or delay in performance by CRC hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.