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Terms of use

USER AGREEMENT

Effective Date: December 1, 2015

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Crowdio A/S (“Crowdio”“we”, or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.crowdio.com, and our mobile applications, owned and operated by us, (collectively, the “Site”), all services (including the Agent Services), and applications that are offered through the Site. This Agreement includes and hereby incorporates by reference the Privacy Policy and Cookie Policy linked from this Agreement, (collectively, the “Terms and Conditions”). Subject to the conditions set forth herein, Crowdio may, in its sole discretion, amend this Agreement and the Terms and Conditions at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change, we will notify you in writing of the Substantial Change a reasonable period before the Substantial Change becomes effective. Your continued use of the Site after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms and Conditions. In the event of a conflict between this Agreement and the other Terms and Conditions, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 19 (Definitions).YOU UNDERSTAND THAT BY USING THE SITE AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

1. DIGITAL SIGNATURE

By registering for Crowdio account on the Site (an “Account”), or by clicking to accept the Terms and Conditions when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

2. ELECTRONIC COMMUNICATION

In connection with this Agreement, you may need to receive certain records, such as notifications, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form.

2.1. KEEPING YOUR EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by contacting us at info@crowdio.com or through the in-sitechat.

By accepting and agreeing to this Agreement you represent that you have read and understand the above consent to receive records and notices electronically.

3. CROWDIO ACCOUNTS

3.1. ACCOUNT ELIGIBILITY

To use the Site you must register for an Account. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Site after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account (including being added as an internal agent to an Account), by using the Site after the Effective Date, if you had an account on the Effective Date, or by clicking to accept the Terms and Conditions when prompted on the Site, you agree to: (a) abide by the Terms and Conditions; (b) be financially responsible for your use of the Site, the purchase of a Subscription Plan and/or Agent Services, and the delivery of Agent Services; and (c) perform your obligations as an Agent, unless such obligations are prohibited by applicable law or this Agreement. Crowdio reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site upon discovery that any information you provided to us is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in Crowdio’s sole discretion.

3.2. ACCURACY OF INFORMATION

You agree to provide true, accurate, and complete information upon registration and use of the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your name, age, location, skills or business.

3.3. IDENTITY VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. When requested, you must provide us with information about you and/or your business.

3.4. USERNAMES AND PASSWORDS

When you register for an Account, you will be given a username and password for the Account.

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Crowdio to assume that any person using the Site with your username and password is you or is authorized to act for you. You agree to notify us immediately, if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password.

4. PURPOSE OF THE SITE

The Site provides a hosted online chat solution through a Subscription plan and a marketplace where Clients and Agents can identify each other, and buy and sell Agent Services online. Subject to the terms of this Agreement, Crowdio and/or its affiliates and/or its or their respective successors provides the Site Services to Clients and Agents, including hosting and maintaining the Site, enabling the buying and selling of Agent services, and coordinating disputes related to those Agent Services.

5. PAYMENT TERMS

5.1. SUBSCRIPTION PLANS

When a Client buys a Subscription plan an automatic billing cycle is created for the Client, which will charge the fee for the chosen Subscription plan on a recurring basis. We will draw the Subscription Plan fee every month on the same day you signed up from the credit card you signed up with. If the credit card is no longer valid, and we are not able to complete a payment, your service will stop.

5.2 AGENT SERVICES

When a Client subscribes for Agent Services, a monthly budget (the “Budget”) should first be deposited on the Account. The monthly budget amount will be used to pay for Agent Services. We will draw the Budget amount (or the difference from your current balance up to your Budget) every month on the same day you signed up from the credit card you used on your first deposit. You can change the Budget at any time you like and we will draw that amount on the next deposit. When the balance on the Account does not exceed one chat and one lead left, an Automatic Refill Service (“ARS”) will be triggered. For ARS, we will draw the chosen refill amount to secure no interruptions in Agent Services. You can change the ARS amount at any time you like and we will draw that amount, if your Account needs to be topped up before next regular deposit.

If your credit card is no longer valid, and we are not able to complete a payment, your service will stop until you refill your account using a new credit card.

You can cancel the Agent Services at any time.

5.3. NO FEE FOR INTRODUCING OR FOR FINDING JOBS

Crowdio does not introduce Clients to Agents and does not help Agents secure Jobs. Crowdio merely makes the Site available to enable Clients and Agents to do so themselves. Therefore, Crowdio does not charge a fee when an Agent finds a suitable Client or finds a Job. However, Client and an Agent are obligated to use the Site to pay and receive payment for their work together, if they identified each other through the Site.

5.4. DISBURSEMENTS TO AGENTS

When a Client pays an Agent, Crowdio will then deduct a service commission that Crowdio earns and the Client and Agent agree to pay Crowdio for creating, hosting, maintaining, and providing the Site. The funds that are payable to the Agent for the Job (“Agent Earnings”) are automatically recorded in the Agent wallet on the Site. The Earnings are available for withdrawal after a security period. The security period begins after the Earning is recorded in the wallet of the Agent. Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, Crowdio may hold the disbursement of the Agent Earnings. Additionally, Crowdio may also hold the disbursement of the Agent Earnings if: (a) we require additional information, such as Agent’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Agent Earnings may be subject to chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement, or other Terms and Conditions; (e) we deem necessary in connection with any investigation; or (f) required by applicable law. In cases of fraud, abuse, or violation of this Agreement, Crowdio reserves the right to revoke any payments. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Job; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you.

5.5. FORMAL INVOICES AND TAXES

Crowdio will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Agent Earnings. Agent will also be solely responsible for determining whether: (a) Agent or Crowdio is required by applicable law to remit to the appropriate authorities any taxes or similar charges applicable to the Agent Earnings and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Crowdio, as appropriate; and (b) Crowdio is required by applicable law to withhold any amount of the Agent Earnings and for notifying Crowdio of any such requirement and indemnifying Crowdio (either by Crowdio, at our sole discretion, offsetting the relevant amount against a future payment of Agent Earnings to Agent or Agent reimbursing Crowdio for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Crowdio, Agent agrees to promptly cooperate with Crowdio and provide copies of Agent’s tax returns and other documents as may be reasonably requested for purposes of such audit.

5.6. PAYMENT METHODS

In order to use certain Site Services, Client and Agent must provide account information for a valid Payment Method. The Site makes credit cards – Visa, MasterCard, Maestro and Dankort (only in Denmark), PayPal and bank accounts in some cases as available methods of payment.

Client hereby authorizes Crowdio to charge Client’s credit card (or any other Payment Method). Credit cards and, if applicable, bank accounts will be charged by Epay A/S and/or any of Epay A/S’ affiliates and/or successors. By providing Payment Method information through the Site, Client or Agent represents, warrants, and covenants that: (a) Client or Agent is legally authorized to provide such information to us; (b) Client or Agent is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client or Agent’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

5.7. DANISH CROWNS AND FOREIGN CURRENCY CONVERSION

The Site operates in DK CROWNS. The Site may display foreign currency conversion rates for illustration purposes only.

6. RIGHTS TO CLIENT MATERIALS

“Client Materials” means training materials, generated chat conversations and sales leads, intellectual property, and any other information or materials that Client provides to Agent for Agent to perform Agent Services.

Client grants Agent a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Agent Services. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. All Client Materials will be the sole and exclusive property of Client, and the Agent hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Client Materials. The Agent retains no rights to use, and will not challenge the validity of Client’s ownership in, such Client Materials. Agent hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Client Materials.

7. CLIENT-AGENT RELATIONSHIP

This Agreement does not create a partnership, agency or employment relationship between Client and Agent. Agent does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Crowdio.

8. RELATIONSHIP WITH CROWDIO

Crowdio does not introduce Agents to Clients or help Agents find Jobs. Crowdio merely makes the Site available to enable Agents to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Agents for themselves. Crowdio does not, in any way, supervise, direct, or control Agent or Agent’s work. Crowdio does not provide the premises at which the Agent will perform the work. Crowdio makes no representations about, and does not guarantee the quality, safety, or legality of, the Agent Services; the qualifications, background, or identities of Users; the ability of Agents to deliver the Agent Services.

Crowdio does not deduct any amount for withholding, unemployment, social security benefits, or other taxes for Agent, each of which is solely responsible for all tax returns and payments required to be filed with or made to any tax authority in any nation with respect to Agent’s Services. Crowdio is not required to and may not verify any feedback or information given to us by Agents or Clients, nor does Crowdio perform background checks on Agents or Clients. You hereby acknowledge and agree that Crowdio may provide information on the Site about an Agent or Client, such as rating, geographical location, name, and other information deemed necessary to improve the functioning of the Site. However, such information is based solely on data that Agents or Clients voluntarily submit to Crowdio and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Crowdio; Crowdio provides such information solely for the convenience of Users.

9. LICENSES AND THIRD-PARTY CONTENT

9.1. SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS

Subject to and conditioned on compliance with this Agreement and if you have created an Account, Crowdio grants you a license to access and use the Site. You must not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purposes other than the purposes for which it was made available. You agree not to use the Site for offering any goods or services other than Agent Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without Crowdio’s prior written consent. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing without Crowdio’s prior written consent. You must not frame or link to the Site except as permitted in writing by Crowdio. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site unless expressly permitted by applicable law. You will not access the Site in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site. Crowdio retains all right, title, and interest in and to all Intellectual Property Rights related in and to the Site. The Crowdio logos and names are trademarks of Crowdio and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Crowdio’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

9.2. USER CONTENT

When you post User Content on the Site or through the Site Services or provide Crowdio with User Content, you represent and warrant that you have the right, power, and authority to post that User Content. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Crowdio may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on the Site. To the extent permitted by applicable law, you also grant to Crowdio a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Crowdio’s business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.

You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law. The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Crowdio the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site, including without limitation about how to improve the Site (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Crowdio under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Crowdio does not waive any rights to use similar or related ideas known or developed by Crowdio or obtained from sources other than you.

9.3. UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE

You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Crowdio and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (f) collect or harvest any personally identifiable information, including Account names, from the Site; (g) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (h) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Crowdio or any third party.

9.4. THIRD-PARTY VERIFICATION

The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Crowdio. Crowdio neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Crowdio’s authorized employees acting in their official capacities.

9.5. THIRD-PARTY APPLICATIONS

The Site may contain applications that allow you to use some of the Site functionality. Such third-party applications are owned and operated by the third parties and/or their licensors. Your access and use of third-party applications will be governed by the terms and policies of the applicable third-party applications. You acknowledge and agree that Crowdio is not responsible or liable for: (a) the availability or accuracy of third-party applications. You are responsible for deciding if you want to access third-party applications through the Site. The inclusion of any application on the Site does not imply that we endorse the linked application. You use the third-party applications at your own risk and agree that your use of a third-party application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

9.6. MOBILE APPLICATIONS

When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.

9.7. SITE UPDATES

We may from time to time in our sole discretion develop and provide Site updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. In the case of mobile applications you will promptly download and install all Updates and acknowledge and agree that the mobile applications or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Crowdio reserves the right, at any time, to modify, suspend, or discontinue portions of the Site without notice. You agree Crowdio will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site or any part thereof.

10. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CROWDIO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CROWDIO DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

Crowdio is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:

your use of or your inability to use our Site;

delays or disruptions in our Site;

viruses or other malicious software obtained by accessing, or linking to, our Site;

glitches, bugs, errors, or inaccuracies of any kind in our Site;

damage to your hardware device from the use of the Site;

a suspension or other action taken with respect to your account;

your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms and Conditions.

ADDITIONALLY, IN NO EVENT WILL CROWDIO, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF CROWDIO, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) DKK 2,500; OR (B) ANY COMMISSION RETAINED BY CROWDIO WITH RESPECT TO AGENT SERVICES ON WHICH USER WAS INVOLVED AS CLIENT OR AGENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12. RELEASE

You hereby release Crowdio, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Agent Services provided to Client by an Agent and requests for refunds based upon disputes.

This release will not apply to a claim that Crowdio failed to meet our obligations under this Agreement.

13. INDEMNIFICATION

You will indemnify, defend, and hold harmless Crowdio, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site; (b) failure to comply with this Agreement by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

14. AGREEMENT TERM AND TERMINATION

This Agreement, as amended from time to time, will become effective on the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Crowdio expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to info@crowdio.com or through the in-site chat. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed, and any available credit on your Account will be refunded.

Without limiting Crowdio’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms and Conditions; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Crowdio; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Crowdio’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. Without limiting Crowdio’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to Crowdio under this Agreement, you must pay Crowdio for all fees owed to Crowdio and reimburse Crowdio for all losses and costs (including any and all time of Crowdio’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If your Account is closed for any reason, you will no longer have access to chat history, and other material you keep on the Site. If practicable or required by law, Crowdio will retain this information for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Crowdio will have no liability whatsoever.

15. CONSEQUENCES OF AGREEMENT TERMINATION

Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Agent Services performed prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, Client hereby authorizes Crowdio to charge to its Payment Method pursuant to Section 5 (Payment Terms).

Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users. You therefore agree as follows: IF CROWDIO DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, CROWDIO HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

16. SURVIVAL

After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

17. DISPUTE PROCESS AND SCOPE

If a dispute arises between you and Crowdio, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Crowdio (including any claimed employment with Crowdio), the termination of your relationship with Crowdio, or the Site (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms and Conditions, any payments or monies you claim are due to you from Crowdio, privacy, compensation, termination, discrimination or harassment.

This Agreement and any Claim will be governed by and construed in accordance with the laws of the state of Denmark.

Before serving a demand for arbitration of a Claim, you agree to first notify Crowdio of the Claim at info@crowdio.com or through the in-site chat, and Crowdio agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Both you and Crowdio will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

18. GENERAL

18.1. ENTIRE AGREEMENT

This Agreement, together with the other Terms and Conditions, sets forth the entire agreement and understanding between you and Crowdio relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Crowdio drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Crowdio because of the authorship of any provision of this Agreement.

18.2. COMPLIANCE

User will not violate any applicable laws or third-party rights on or related to the Site.

18.3. MODIFICATIONS

No modification or amendment to this Agreement will be binding upon Crowdio unless in a written instrument signed by a duly authorized representative of Crowdio. This Section 18.3 (Modifications) does not apply to amendments to this Agreement posted by Crowdio to the Site from time to time.

18.4. NO WAIVER

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.

18.5. ASSIGNABILITY

User may not assign this Agreement, or any of its rights or obligations hereunder, without Crowdio’s prior written consent in the form of a written instrument signed by a duly authorized representative of Crowdio. Crowdio may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

18.6. SEVERABILITY

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

18.7. FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement will terminate.

18.8. PREVAILING LANGUAGE AND LOCATION

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Denmark. Crowdio makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, Danish, laws and regulations. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in Denmark.

19. DEFINITIONS

“Client” means any authorized User utilizing the Site to seek and/or obtain Agent Services from another User or purchase a Subscription plan from Crowdio. From time to time, Crowdio may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Crowdio when Crowdio acts in this way.

“Client Materials” means training materials, chat history, sales leads information, and any other information or materials that an Agent receives from a Client or generates while performing Agent Services.

“Job” means an engagement for Agent Services that an Agent provides to a Client on the Site.

“Agent Earnings” means any bonuses or other payments made by a Client for Agent Services.

“Agent Services” means all services performed for or delivered to Clients by Agents.

“Subscription plan” means one of paid subscriptions that a Client can buy in order to user the chat technology offered through the Site.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to Crowdio, a bank account linked to your Account, a debit card, or such other method of payment as Crowdio may accept from time to time in our sole discretion.

“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Crowdio.

20. CONTACTING US

If you have questions or need assistance, please contact Customer Support at info@crowdio.com.