Crooze Terms of Service

Effective: 8/16/2016 – Revised 2/22/2024

Please read these Crooze Terms of Service (these “Terms”) carefully as this document outlines the terms regarding your use of our products. These Terms are a legally binding contract between you and Crooze Corporation (“Crooze”). By using, accessing or browsing the service and platform, including our website (“Services”), you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Crooze that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may only use the Services if you agree to these Terms and have the legal capacity to enter into a contract with Crooze, without any restrictions imposed by applicable laws. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT REGISTER OR USE ANY OF THE SERVICES. Should you have any questions concerning these Terms, please contact us at croozeandbox@box.com.

1. PRIVACY

In order to operate and provide the Services, we collect certain information about you. You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how Crooze collects, stores, and uses certain information. Our Privacy Policy is located here.

2. CHANGES TO THESE TERMS

We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Crooze website. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). Notice of other changes may be provided via crooze.com (the “Site”). Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the Service, and you must cancel and stop using the Service.

3. ACCESS TO THE SERVICE

You may use the Service on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.

4. YOUR ACCOUNT

To obtain access to certain Services, each user is required to have separate active accounts with Box and Crooze. In order to use our Service, your Box account must be in compliance with your agreement with Box, or absent such agreement, the Box Terms of Service. If you are unable to comply with the Box Terms of Service or access your Box account, you will not be able to use our Service. Crooze is not responsible for providing you access to the Box services.

Only you may use your Crooze account and you are responsible for all aspects of your account. When registering with Crooze you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete. You must keep your Box account and passwords confidential and not authorize any other party (including for the avoidance of doubt co-workers) to access or use the Service on your behalf. Crooze will not be liable for any loss or damage arising from any unauthorized use of your accounts.

If you have a business or enterprise account on our Service, the administrator of your account will be able to manage your account and remove your access as well as configure other settings and permissions in the Services.

You are fully accountable for all the materials and information you upload, post, or transmit through our Services.

5. EMAIL SELECTED FOR YOUR ACCOUNT

You get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your work or school) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into thatorganization’s account after a reasonable attempt to notify you of the change. Fourteen (14) days after that attempted notice, if you do not respond or change the email address associated with your account, your account may be deactivated, and Content (as defined below) associated with your account may be deleted.

If an organization provided you with your account (e.g., an employer or school), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

6. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with Crooze or signing up for Services, you understand and consent to us sending you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding Crooze’s products and services, via electronic mail, MS text messaging, and/or in-app messaging. If you have previously unsubscribed, you consent that you’re resubscribing to receive commercial content by taking such actions as submitting a “Contact Us” form, registering for an event or webinar, downloading a resource, along with other activities. You may unsubscribe from commercial content at any time by emailing croozeandbox@box.com.

7. CONTENT

We call all the electronic documents that you upload and store on your Crooze account “Content”. All Content uploaded by you into your account is yours!

We don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you and others make available on the Service.

We may provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you’ve shared Content with (including the general public, in certain circumstances) may have access to your Content. Note: In our Kanbans Service, we provide functions that allow you to control who may access your Content. Using those functions you’re allowed to update the permission in Box as well. Inviting users to a board may also change the access permissions in Box. Invited users may have access to the board and any content in Box folder associated with the board.

Crooze DOES NOT recommend that you store personal information on our service.

You hereby grant Crooze (as well as agents or service providers acting on Crooze’s behalf to provide the Services) the right to transmit, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms (please also see the Acceptable Use Policy in Section 11 below), (iii) as otherwise required by law to comply with any request of a governmental or regulatory body (including subpoenas or court orders), and/or (iv) to respond to an emergency.

You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms. You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. Crooze will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.

You must immediately notify Crooze in writing of any unauthorized use of: (a) any Content (b) any account; or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Crooze with such cooperation and assistance related to any such unauthorized use as Crooze may reasonably request.

8. CONTENT STORED IN THE UNITED STATES

The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. However, you understand that you (or other people that you grant access to) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

9. SUBSCRIPTION TERMS

Pricing is for a 12-month subscription (“Annual Subscription Plan”) and is available upon request. The subscription period for the Annual Subscription Plan will automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal order form) each year on the anniversary of your Annual Subscription Plan unless you cancel your Annual Subscription Plan in accordance with these Terms at least fourteen (14) days prior to your renewal date. You will be billed annually for the Annual Subscription Plan on or about the same day each year until such time that you cancel your Annual Subscription Plan. For the avoidance of doubt, please note, you will not be permitted to cancel, reduce the number of seats, or downgrade the Crooze Service you have selected until the anniversary of your Annual Subscription Plan.

For customers that have Crooze’s legacy monthly subscription plan (“Monthly Subscription Plan”), the subscription period for the Monthly Subscription Plan will be one month and will automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal order form) unless you cancel your Monthly Subscription Plan in accordance with these Terms at least three (3) business days prior to the renewal date. You will be billed monthly for the Monthly Subscription Plan on or about the same day each month until such time that you cancel your Monthly Subscription Plan. Customers on a Monthly Subscription Plan can switch to the Annual Subscription Plan at the end of your monthly plan. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan. Please note Monthly Subscription Plans are not offered at this
time.

Where required by law, you may have a legal right to cancel your subscription, pursuant to Section 19. Fees herein, during the prescribed timeframe of your initial subscription period. If you are entitled to this right by law, your cancellation request will be processed within three (3) business days, and you will receive a prorated refund of any unused prepaid fees.

10. SUSPENSION AND TERMINATION OF THE SERVICE

We reserve the right to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Crooze to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in Crooze’s determination, the suspension might be indefinite and/or Crooze has elected to terminate your access to the Service, Crooze will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service. For the avoidance of doubt, Crooze may still make a determination that it does not want to continue offering you access to the Service at any time for any or no reason.

Upon termination by Crooze, for reasons other than cause, you may request access to your Content, which we will make available for an additional fee, except in cases where we have terminated your account due to your violation of these Terms and/or the Acceptable Use Policy terms in Section 11. You must make such request with fourteen (14) days following termination. Otherwise, any Content you have stored with the Service will not be retrievable, and we will have no obligation to maintain any data stored in your account.

In addition to other termination provisions, if your account it not currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a User; or (b) you do not engage in any activity in your account for any period of one hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.

11. ACCEPTABLE USE

You must not use the Service to harm others or the Service. For example, you must not, nor will you encourage others or assist others, to use the Service to harm, threaten, or harass another person, organization, or Crooze and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Crooze) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:

  1. modify, alter, tamper with, repair or otherwise create derivative works of any Services or software;
  2. reverse engineer, disassemble or decompile the software used to provide or access the Service, including software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
  3. use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service (“Policies”);
  4. sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
  5. remove, obscure or alter any proprietary rights notice pertaining to the Service;
  6. access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
  7. use the Service in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
  8. use the Service to: (i) engage in any unlawful or fraudulent activity, including but not limited to falsely or misleadingly identifying themselves or information about themselves and/or perpetrating a hoax, engaging in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) that is obscene or not in good taste, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property; (iv) contains any viruses, timebombs, cancelbots, spyware, Trojan horses, or other components designed to limit or harm the functionality of a computer; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
  9. interfere with or disrupt servers or networks used by Crooze to provide the Service or used by other users’ to access the Service, attempting to circumvent access limitations or monitoring mechanisms for Crooze or its related systems and network or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Service;
  10. access or attempt to access Crooze’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
  11. Perform and/or disclose security tests, vulnerability scanning, penetration testing, or similar activities conducted without the prior written consent of Crooze;
  12. cause, in Crooze’s sole determination, inordinate burden on the Service or Crooze’s system resources or capacity; or
  13. share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.

You also agree that if you learn of any unauthorized or unacceptable use of any account, Content or the Service, you will promptly contact Crooze Support and take all reasonable steps to cooperate with Crooze and assist in the termination of such use.

12. UPDATES TO THE SERVICE

Crooze reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service entirely.

13. SOFTWARE

If you receive Software from us, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.

Your use of the Service may include use of optional downloadable user software (“Software”). This Software may update automatically on your device once a new version or feature is available. Crooze gives you a personal, worldwide (subject to applicable law), royalty-free, non- assignable and non-exclusive license to use the Software provided to you by Crooze as part of Service, for the sole purpose of enabling you to use and enjoy the benefit of the Service.

Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you are not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

14. THIRD PARTY SERVICES AND CONTENT

All transactions using Crooze’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole (“Third-Party Services”); you acknowledge that we are not responsible for such content or services, or any data loss or other losses you may suffer as a result of your use of such Third-Party Services. We may also provide some content to you as part of the Services. However, Crooze is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Crooze makes no warranties of any kind and shall have no liability, obligation, or responsibility for any such correspondence, purchase or promotion between you and any such third-party. If you have any questions or concerns regarding the Third-Party Services, then please contact the applicable provider. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services.

15. CROOZE PROPRIETARY RIGHTS

All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Crooze Confidential Information belong to Crooze, and/or its suppliers, affiliates, or licensors. Crooze or its licensors own and reserve all rights, title, and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Crooze Confidential Information. No title to or ownership of any proprietary rights related to the Services or Crooze Confidential Information is transferred to you pursuant to these Terms.

If you provide comments, suggestions, and recommendations to Crooze about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically assigning this Feedback to Crooze.

16. NO WARRANTY

THERE ARE CERTAIN THINGS THAT WE DO NOT PROMISE ABOUT THE SERVICES. OTHER THAN AS EXPRESSLY STATED, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONALITY AVAILABLE THROUGH THE SERVICES, THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

CROOZE PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. CROOZE MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SERVICES.

17. INDEMNIFICATION

To the extent not prohibited by law, You will defend Crooze against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Crooze actions); or (b) violates applicable law or these Terms. Crooze will reasonably notify you of any such claim or demand that is subject to your indemnification obligation of which it becomes aware.

18. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CROOZE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CROOZE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF CROOZE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF : (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF YOU OR CROOZE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, RESELLERS, SUPPLIERS AND DISTRIBUTORS FOR DEATH OR PERSONAL INJURY, FRAUD, FRAUDULENT MISREPRESENTATION OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

THE PROVISIONS OF THIS “LIMITATION OF LIABILITY” SECTION ALLOCATES THE RISKS UNDER THESE TERMS BETWEEN YOU AND CROOZE, AND YOU AND CROOZE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS AND THE PRICING FOR THE SERVICES.

19. FEES & PAYMENTS

19.1 Fees

The price provided by Crooze for the Service (“Fees”) excludes all taxes and charges, unless stated otherwise. You’re responsible for any taxes and for all other charges incidental to using the Services (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Crooze quoted for your account. Crooze reserves the right to change the quoted currency at any time.

We’ll notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there’s a specific length and price for your Service offer already in effect, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the then-current price. If your Service is on a period basis (for example, monthly) with no specific length, we’ll notify you of any price change at least 30 days in advance. If you don’t agree to these changes, you must cancel and stop using the Service via email at croozeandbox@box.com with cancellation confirmation no later than fourteen (14) days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Service ends at the end of your current Service period or payment period. If you fail to cancel in accordance with these Terms, we will automatically renew the Service at the then-current price and for the same subscription period and will charge your credit card on file with us commencing on the first day of the renewal of the subscription period.

19.2 Payment

You must be authorized to use the credit card that you enter when you create a billing account. You authorize us to charge you for the Service using your credit card and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services (e) by invoice. Also, we may charge you up to the amount you’ve approved, and we’ll notify you in advance of the difference for recurring subscription Services. We may bill you simultaneously for more than one of your prior billing periods. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly, or otherwise) and are non-refundable. This includes accounts that are renewed.

You must keep all information in your billing account current. You can access and modify your billing account information using the on the Site. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past-due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. You understand we may suspend or cancel your Service if you fail to pay in full on time any charges or fees.

20. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING
DISPUTES

You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.

If you reside in the United States, you agree that the Terms, and your relationship with Crooze will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, the Uniform Computer Information Transactions Act, and any law effectuating these conventions do not apply to these Terms. We both agree that all these claims can only be litigated in the federal or state courts in Santa Clara County, California, USA and we each agree to personal jurisdiction in those courts. However, you agree that Crooze can apply for injunctive remedies in any jurisdiction.

To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.

21. NOTICES

We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Service. You may provide legal notice to us via email to croozeandbox@box.com. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

22. MISCELLANEOUS

22.1. Severability; Entire Agreement.

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.

22.2. Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we provide written consent for you to do so.

22.3. Independent Contractors; No third-party beneficiaries

Crooze and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

22.4. Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

22.5. Government Use

If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Box Service constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

22.6. Precedence

In the case of inconsistency or conflict between the provisions these Terms and conditions of any purchase order, statement of work, acknowledgment, authorization, or other such document that may be issued by You with respect to the Services or Software, the provisions of these Terms will control.

22.7. Publicity

You agree that Crooze may list You as a customer of Crooze so long as you are an active customer of the Service.

23. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

Crooze does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Crooze reserves the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers. Send your notice of alleged copyright infringement to croozeandbox@box.com: Federal law requires your DMCA Notice to include the following information:

  1. Identification of the copyrighted work that you claim has been infringed;
  2. Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
  3. Your address, telephone number, and e-mail address;
  4. A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
  5. Your physical or electronic signature.

24. INTELLECTUAL PROPERTY NOTICES

Crooze, Crooze logos, Box, Box logos, our product and service names, our slogans and the look and feel of our sites are trademarks of Crooze and/or Box and may not be copied, imitated, or used, in whole or in part, without Crooze’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

Crooze and Box may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

25. CONFIDENTIAL INFORMATION

During your use of the Services, Crooze may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology, and technical information, provide you with security audit reviews, business, and marketing plans, or share with you our business processes, these should always be considered confidential to Crooze.

Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you.

Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar) or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information.

However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.

Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.