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CREWCOST, INC.
Terms of Service

These Terms of Service (this "Agreement") are a binding contract between you ("Customer," "you," or "your") and CrewCost, Inc. (“CrewCost," "we," or "us"). This Agreement governs your access to and use of the Content.

  1. Definitions.

    1. “App” means the CrewCost mobile application.

    2. “Content” means CrewCost’s online platform service, the Website, the Services, the App, and associated webpages, portals, applications, features, and content.

    3. "CrewCost IP" means the Content and all intellectual property provided to Customer or any other User in connection with the foregoing. For the avoidance of doubt, CrewCost IP includes Aggregated Statistics and any information, data, or other content derived from CrewCost's monitoring of Customer's access to or use of the Content, but does not include Customer Data.

    4. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other User through the Content.

    5. "Documentation" means CrewCost's end user documentation relating to the Content available.

    6. "Initial Term" means, for paid subscriptions, the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).

    7. "Services" means the services provided by CrewCost under this Agreement that are available through the Website, or that are available through the App, having the features and functions of the subscription level selected by Customer.

    8. “Term” means the duration of Customer’s subscription to the Services, whether paid or unpaid, as described further in Section 5.

    9. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Content.

    10. "User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Content under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Content has been granted hereunder.

    11. “Website” means crewcost.com and any content, functionality, and services offered on or through crewcost.com or associated websites such as app.crewcost.com, demo.crewcost.com, or dev.crewcost.com.

  2. Access and Use.

    1. Provision of Access. Subject to the terms and conditions of this Agreement, CrewCost hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to allow the number of Users indicated for your subscription to access and use the Content during the Term solely for your internal business operations in accordance with the terms and conditions herein. CrewCost shall provide you the necessary passwords and access credentials to allow you to access the Content.  Unless otherwise specified by the terms of your subscription, user licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

    2. Documentation License. Subject to the terms and conditions contained in this Agreement, CrewCost hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Content.

    3. Use Restrictions. You shall not, and shall not permit any Users to, use the Content, any software component of the Content, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the Content, any software component of the Content, or Documentation, in whole or in part, including by “framing,” “mirroring” or creating links to the Content; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Content, in whole or in part; (iv) remove any proprietary notices from the Content; or (v) use the Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.  Further, you may not access the Content if you are a direct competitor of CrewCost, except with CrewCost’s prior written consent. In addition, you may not access the Content for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

    4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, CrewCost may monitor Customer's use of the Content and collect and compile data and information related to Customer's use of the Content to be used by CrewCost in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Content ("Aggregated Statistics"). As between CrewCost and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by CrewCost. You acknowledge that CrewCost may compile Aggregated Statistics based on Customer Data input into the Content. You agree that CrewCost may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

    5. Reservation of Rights. CrewCost reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the CrewCost IP.

    6. Suspension. Notwithstanding anything to the contrary in this Agreement, CrewCost may temporarily suspend Customer's and any other User's access to any portion or all of the Content if: (i) CrewCost reasonably determines that (A) there is a threat or attack on any of the CrewCost IP; (B) Customer's or any other User's use of the CrewCost IP disrupts or poses a security risk to the CrewCost IP or to any other customer or vendor of CrewCost; (C) CrewCost reasonably believes that Customer or any other User is using the CrewCost IP for fraudulent or illegal activities, or is intentionally misrepresenting the number of users of the Content or revenue metrics in order to lower or avoid the payment of fees for the Content; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) CrewCost's provision of the Content to Customer or any other User is prohibited by applicable law; (ii) any vendor of CrewCost has suspended or terminated CrewCost's access to or use of any third-party services or products required to enable Customer to access the Content; or (iii) in accordance with Section 4 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). CrewCost shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Content following any Service Suspension. CrewCost shall use commercially reasonable efforts to resume providing access to the Content as soon as reasonably possible after the event giving rise to the Content Suspension is cured. CrewCost will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other User may incur as a result of a Service Suspension.

  3. Customer Responsibilities.

    1. Acceptable Use Policy. The Content, Website, and/or App may not be used for unlawful, fraudulent, offensive, obscene, or otherwise prohibited activity, including:

      1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

      2. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Content, Website, or App, or which could harm the Company or other users or expose them to liability.

      3. In any manner that could interfere with any other party's use or the proper working of the Content, Website, or App.

      4. Introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

      5. Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Content, Website, or App, the server on which the Website is stored, or any server, computer, or database connected to the Website.

    2. Account Use. You are responsible and liable for all uses of the Content and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Users aware of this Agreement's provisions as applicable to such User's use of the Content and shall cause Users to comply with such provisions.

    3. Customer Data. You hereby grant to CrewCost a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for CrewCost to provide the Content to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

    4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Content confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

    5. Third-Party Products. The Content may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Content by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.  CrewCost is not liable for any acts or omissions, or effects on the Content, related to Third-Party Products.

  4. Subscription Tiers, Fees and Payment.

    1. Subscription Tiers.  The Services and Content vary by subscription tier, as described on the Website from time to time.

    2. Fees. If Customer has a paid subscription for the Content, Customer agrees to pay the fees for the Content at the applicable subscription level as published by CrewCost from time to time (“Fees”).  The first payment of monthly or annual Fees (as applicable) are payable at the time of purchasing the Content.  All other Fees, including recurring monthly or annual Fees, are payable in advance as and when invoiced by CrewCost.  Upon invoicing, Fees will be charged to the Customer's credit card by CrewCost. Should the credit card be declined, CrewCost will notify Customer via email and allow the Customer 5 business days to provide a valid credit card for payments.  CrewCost reserves the right to modify its Fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

    3. Credit Card Authorization. Customer authorizes CrewCost to charge the credit card provided by it at any time for payment according to the terms outlined in this Agreement.  Customer agrees that this authorization will remain in effect unless and until canceled upon at least 30 days’ prior written notice to CrewCost.  Customer agrees to notify CrewCost via email at billing@crewcost.com of any changes in its credit card account information.  Customer represents that it is an authorized user of any credit card provided pursuant to this Agreement, and further agrees that it will not dispute any charges of Fees payable pursuant this Agreement with its credit card company.  Should CrewCost be unable to acquire a new payment method within that time frame, without limiting CrewCost's other rights and remedies, CrewCost may suspend Customer's and its Users' access to any portion or all of the Content until all Fees are paid in full and a valid credit card has been provided for future payments.

    4. Disputes. Unless Customer disputes an invoice in writing within 10 calendar days following receipt, the invoice will be deemed final, and Customer thereafter waives any right to dispute the invoice.  All Fees are non-refundable.

    5. Taxes. All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on CrewCost's income.  Customer agrees to pay any sales tax that CrewCost collects as required by law.

    6. Ancillary Services. It is acknowledged that, in connection with the provision of the Services, CrewCost may receive fees from third parties or on a transaction basis (e.g., payment processing services) in addition to subscription fees.)

  5. Term and Termination.

    1. Term – Paid Subscriptions. The Initial Term will be as you elect during the online subscription process, commencing on the Effective Date.  Certain subscription tiers have a minimum Initial Term.  Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms (each, including the Initial Term, a “Term”) equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at CrewCost’s then current fees (if you have a paid subscription).

    2. Term – Unpaid Subscriptions.  For unpaid subscriptions, the Term begins on the Effective Date and continues until you no longer access the Content unless earlier terminated as described herein.

    3. Termination. Customer may terminate this Agreement or reduce the number of licenses, effective upon the expiration of the then current Term, by notifying CrewCost in writing at least 5 business days prior to the end of the current Term.  In the event of a price increase during a Term, Customer may also terminate this Agreement during such Term by notifying CrewCost in writing at least 5 business days prior to the desired date of termination.  In addition to any other express termination right set forth in this Agreement, CrewCost may terminate this Agreement for any reason upon 30 days' advance notice or immediately upon written notice in the event of Customer’s breach of this Agreement or the Privacy Policy.

    4. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the CrewCost IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.  In the event this Agreement is terminated (other than by reason of your breach), CrewCost will allow you to download any customer data or reports as may be available. You agree and acknowledge that CrewCost has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

    5. Survival. Sections 4, 5, 7, 8, 9, 11, 12, 16, 17, 19, and 20, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

  6. Support for Paid Subscriptions. For Customers with paid subscriptions, the access rights granted hereunder entitle Customer to the support services described on CrewCost's website located at www.crewcost.com during the Term with respect to the relevant subscription tier.  Additional support services may be available for purchase from time to time.

  7. Confidential Information. From time to time during the Term, CrewCost and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees or contractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

  8. Privacy Policy. CrewCost complies with its privacy policy, available at https://crewcost.com/privacy/ ("Privacy Policy"), in providing the Content. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Content, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

  9. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Content and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Content, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

  10. Use of Descriptions of Content for Promotional Purposes. Customer grants CrewCost the right to use descriptive text, testimonials, performance metrics, and other images, photos and/or graphics that may identify Customer and describe the Content for promotional purposes.  Within 10 days of Customer’s written request, CrewCost shall remove or modify any promotional materials associated with or referencing Customer.

  11. Limited Warranty and Warranty Disclaimer.

    1. CrewCost warrants that it provides Content using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND CREWCOST STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.  CrewCost shall not be liable for a breach of the foregoing warranty unless Customer gives written notice of the defective Content, reasonably described, to CrewCost within 30 days of the time when Customer discovers or ought to have discovered that the Content were defective.  Upon receiving written notice, CrewCost shall, in its sole discretion, either (i) repair or re-perform such Content (or the defective part) or (ii) credit or refund the price of such Content at the pro rata contract rate.  The parties agree that the foregoing is Customer’s sole remedy and CrewCost’s entire liability for breach of the warranty provided herein.  CrewCost has no liability arising from Customer’s failure to meet its obligations and responsibilities hereunder.

    2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(a), THE CONTENT IS PROVIDED "AS IS" AND CREWCOST SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CREWCOST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CREWCOST MAKES NO WARRANTY OF ANY KIND THAT THE CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

    3. BY USING THE CONTENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE CONTENT AND THE SERVICES DO NOT PROVIDE TAX, ACCOUNTING, OR LEGAL ADVICE, AND SHALL NOT BE RELIED UPON FOR SUCH PURPOSES.  YOU ARE RESPONSIBLE FOR OBTAINING YOUR OWN TAX, ACCOUNTING, AND LEGAL ADVICE.

  12. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CREWCOST CANNOT AND DOES NOT GUARANTEE OR OTHERWISE INSURE AGAINST, AND EXPRESSLY DISCLAIMS LIABILITY FOR: (A) INACCURACIES OR OTHER CONSEQUENCES RESULTING FROM INCORRECT CUSTOMER DATA, (B) ANY FAILURE OF CUSTOMER’S EQUIPMENT OR PERSONNEL, (C) ANY TAXES OWED OR TAX, ACCOUNTING, OR LEGAL POSITIONS TAKEN IN CONNECTION WITH THE USE OF THE CONTENT, OR (D) ANY ACTS OR OMISSIONS OF THIRD-PARTY VENDORS AND ANY THIRD-PARTY HARDWARE OR SOFTWARE USED IN CONNECTION WITH THE SERVICES AND THE CONTENT, INCLUDING DUE TO A THIRD-PARTY ERROR OR UNAVAILABILITY OF A THIRD-PARTY SOLUTION (INCLUDING ERRORS OR UNAVAILABILITY WITH RESPECT TO ANY IAAS PLATFORM OR HOSTING SERVICE, ANY THIRD-PARTY SOFTWARE, HARDWARE OR APIS, OR ANY INTERNET SERVICE PROVIDER).  WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL CREWCOST BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CREWCOST WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CREWCOST'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CREWCOST UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR US$1,000, WHICHEVER IS LESS, PROVIDED THAT, WITH RESPECT TO UNPAID SUBSCRIPTIONS, CREWCOST’S AGGREGATE LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED US$10.

CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS AGREEMENT, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  1. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://crewcost.com/terms-of-service/, or by a direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Content after the effective date of the modifications will be deemed acceptance of the modified terms. CrewCost will provide at least 45 days' advance notice of changes to any service level that CrewCost reasonably anticipates may result in a material reduction in quality or services.

  2. Export Regulation. The Content utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Content or the software or technology included in the Content to, or make the Content or the software or technology included in the Content accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Content or the software or technology included in the Content available outside the US.

  3. Security and Compliance.  CrewCost reserves the right to view, monitor, and record your activity on the Content without notice or permission from you. CrewCost’s provision of the Content is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce CrewCost’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Content or information provided to or gathered by CrewCost with respect to such use.

  4. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

  5. Arbitration.  In the event the parties hereto are not able to resolve any dispute between them arising out of or concerning this Agreement or any provisions hereof, whether arising in contract, tort, or any other legal theory, then such dispute shall be resolved exclusively through final, binding, and confidential arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered under the Commercial Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be Austin, Texas. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination of this Agreement for any reason.

Notwithstanding the foregoing, CrewCost may: (i) bring a claim for injunctive relief or other equitable relief against your violation of this Agreement in any court of competent jurisdiction; or (ii) bring a suit or other legal proceeding to enforce this Agreement in a small claims court of the State of Texas having jurisdiction over the applicable claim(s); in either case without being required to observe the arbitration procedures of this Section.

  1. Force Majeure. In no event shall CrewCost be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond CrewCost’s reasonable control, including but not limited to a lack of employment candidate, government order, law, or actions, telecommunication or internet breakdowns, power outages or shortage, or national or regional emergency.

  2. Class Action Waiver.  BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE CONTENT. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THIS AGREEMENT AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.

  3. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.crewcost.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Content. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.