CrewPay Terms and Conditions

Last Updated: March 25th, 2019

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE OR USING CREWPAY SOFTWARE OR ACCESSING THE CREWPAY SERVICE.

This page contains the Terms and Conditions (the “T&C”) governing your use of CrewPay’s proprietary software and any related service, website, application, plug-in, component, extension, functionality, or program (collectively, the “CrewPay Service”). These T&C executed by you (“you” or “User”) or accepted by you via email or online and any other documents incorporated into these T&C or any Service Agreement constitute a legally binding agreement (the “Agreement”) between User and CrewPay, LLC. (“CrewPay”, “us” or “we”). In the event of a conflict or inconsistency between the provisions of these T&C and those of a Service Agreement, the Service Agreement shall control.

By executing or accepting a Service Agreement with CrewPay, registering with CrewPay and/or using the CrewPay Service, you agree to these T&C either for yourself or on behalf of your employer or another entity. If you are accepting and/or executing on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to these T&C. If you do not have such legal authority, or you do not agree with the T&C, you must not accept these T&C and you may not use the CrewPay Service.

By executing a Service Agreement with CrewPay and/or completing the registration process for the CrewPay Service, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement.

CrewPay reserves the right, at its sole discretion, to change, modify, add or remove portions of these T&C at any time, for any reason or for no reason. We will notify you of any material changes by posting the amended T&C on the CrewPay Website. You must review these T&C on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop using the CrewPay Service. Your continued use of the CrewPay Service following any changes to these T&C indicates your acceptance and agreement to any and all such changes.

What Does CrewPay Do?

CrewPay, LLC provides an online platform that allows companies (“Companies”) the ability to send payments to contractors (“Contractors”) and access related services. For purposes of clarity, “User,” as used herein, shall include but not be limited to Contractors and Companies, as applicable to the user of the CrewPay Service. CrewPay’s responsibilities are limited to: (a) maintaining the Platform and (b) serving as the payment facilitating agent of each Company for the purpose of sending payments from Companies to the Contractor. CrewPay is not a party to any agreement entered into between Companies and Contractors.

Registration and Mobile Access

To access and use the CrewPay Service, you will be required to register with CrewPay by completing a registration form and designating a user identification and password. All users registering for an account shall be at least 18 years old. When registering with CrewPay you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the CrewPay Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the CrewPay Service.

You may not authorize any third party to access or use the CrewPay Service on your behalf. You are responsible for maintaining the confidentiality of the user identification and password, and are fully responsible for all activities that occur under your user identification or password. You agree to immediately notify CrewPay of any unauthorized use of your user identification or password or any other breach of security. CrewPay cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, CrewPay may use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

CREWPAY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE CREWPAY SERVICE AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF SUCH TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE CREWPAY SERVICE.

Terms for Companies

General Terms

The CrewPay Service allows for transfer of funds between parties. If you transfer funds via a designated bank account specified by you through the CrewPay Service (your ”Bank Account”), on or prior to the date you intend to transfer funds through the CrewPay Service, you authorize CrewPay and/or its Payment Provider to initiate debit entries to your Bank Account at the designated depository financial institution (your ”Bank”), and to debit your Bank Account in such amounts as are necessary to (i) fund your payment, (ii) pay any fees or charges associated with the CrewPay Service, including, without limitation, finance charges, (iii) pay any debit, correcting or reversing entry initiated pursuant to this T&C which is later returned to CrewPay, and (iv) pay any other amount that is owing under these T&C or in connection with the CrewPay Service. This authorization is to remain in full force and effect until CrewPay has received written notice from you of termination in such time and such manner as to afford CrewPay and your Bank a reasonable opportunity to act upon it. You will maintain in your Bank Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries you originate through CrewPay. Your obligation to pay CrewPay for each credit entry matures at the time CrewPay transmits or otherwise delivers the credit entry to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by termination of the CrewPay Service. CrewPay may set off against any amount you owe to it in order to obtain payment of your obligation as set forth in this Agreement. You acknowledge that the origination of ACH transactions to its account must comply with the provisions of U.S. law.

Payment Terms

Payment services are provided by Dwolla (the “Payment Provider”). In order to use the payment functionality of CrewPay’s application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize us to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at [email protected].

Once a Company has provided authorization for a transfer to Contractor, Company will not be able to cancel the electronic transfer. CrewPay or their payment provider may request additional documentation for a Company. If an account is subject to such a review, CrewPay will provide notice to the Company, as applicable, either through their CrewPay account or by electronic mail. Once the Company provides the additional documentation, CrewPay or their payment provider will conduct a review and will provide notice to the Company the result of that review, as applicable. If a Company does not provide sufficient documentation, their CrewPay account may be suspended. In that event, CrewPay will provide notice to the Company, as applicable, either through their CrewPay account or by electronic mail.

Insufficient Funds

If you do not have sufficient funds in your Bank Account to pay disbursements, fees or any other amounts due under these T&C at the time required, or if you refuse to pay, CrewPay may (i) debit the account owned in whole or in part by you to pay disbursements, fees or charges, payroll taxes, or other amounts due, (ii) assess a $25 NSF fee, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. CrewPay may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. CrewPay may recover from you any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees CrewPay may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

Terms for Contractors

General Terms

In order to receive payment, Contractors must provide to CrewPay their legal name, legal entity type, tax identification number (e.g., social security number or employer identification number), date of birth or date of formation, physical address, country, bank account number, and bank routing number. Each Contractor agrees that payments made by Companies shall be considered the same as a payment made directly to such Contractor. Contractors can receive payment by ACH to their Designated Bank Account.

Limited Payment Agency Terms

Once a Company has provided authorization for a transfer to Contractor, Company will not be able to cancel the electronic transfer. CrewPay or their payment provider may request additional documentation for a Contractor. If a Contractor is subject to such a review, CrewPay will provide notice to the Contractor, as applicable, either through their CrewPay account or by electronic mail. Once the Contractor provides the additional documentation, CrewPay or their payment provider will conduct a review and will provide notice to the Contractor the result of that review, as applicable. If a Contractor does not provide sufficient documentation, their CrewPay account may be suspended. In that event, CrewPay will provide notice to the Contractor, as applicable, either through their CrewPay account or by electronic mail.

Payment Terms

Contractors receive payment promptly following assessment of sufficient funds and typically within seven business days of Company transmitting such funds through the CrewPay Service. Notwithstanding the foregoing, CrewPay provides no guarantee for such a payment timeline and may hold funds for up to 180 days if reasonably necessary to protect against the risk of liability or if you have violated these T&C. Payments to Contractors are dependent upon Companies processing funds through the CrewPay Service. CrewPay agrees that it shall only be liable to Contractors to the extent that funds from Companies have been processed through the CrewPay Service. CrewPay does not guarantee payments to Contractors for amounts that have not been successfully received from Companies.

You expressly authorize Crewpay’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.

Fees

In the event you choose to register for a paid account, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) online and/or (c) in a separately executed or accepted CrewPay Service Agreement or addendum thereto. All fees are non-refundable and non-transferable except as expressly provided in these T&C. All fees and applicable taxes, if any, are payable in United States dollars.

If your selected CrewPay Service package requires a recurring subscription fee, your CrewPay Service package will automatically renew, unless we terminate it, or you notify us on-line or by telephone or email [email protected] of your decision to terminate your current CrewPay Service subscription. You must cancel any such CrewPay Service subscription before it renews in order to avoid billing to your credit card or debit to your bank account, as applicable, of subscription fees for the renewal term. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. If payment is made via bank wire or check you agree to remit the payment before the date specified on the Service Agreement.

We reserve the right to change our prices at any time. You authorize us to make any reasonably necessary inquiries to validate your account and financial information. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the CrewPay Service.

Taxes, Contractor Classification and Withholdings

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. CrewPay is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

As previously stated, CrewPay allows Companies to pay Contractors through the CrewPay Service. Each Company assumes all liability for proper classification of such Contractors as independent contractors or employees based on applicable legal guidelines.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of CrewPay. Each User acknowledges that CrewPay does not, in any way, supervise, direct, or control the work of any User. CrewPay does not set work hours or location of work for any User. CrewPay will not provide any equipment, labor or materials needed for Users.

The CrewPay Service is not an employment service and CrewPay does not serve as an employer of any User. As such, CrewPay will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with a Company’s use of a Contractor.

You agree to indemnify, hold harmless and defend CrewPay from any and all claims that a Contractor was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Contractor was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that CrewPay was an employer or joint employer of a User, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

Modification to the CrewPay Service

CrewPay reserves the right to modify or discontinue, temporarily or permanently, the CrewPay Service (or any part thereof) with or without notice. You agree that CrewPay will not be liable to you or to any third party for any modification, suspension or discontinuance of the CrewPay Service. You acknowledge that CrewPay may establish general practices and limits concerning use of the CrewPay Service, including without limitation the maximum period of time that data or other content will be retained by the CrewPay Service. You agree that CrewPay has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the CrewPay Service. You acknowledge that CrewPay reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that CrewPay reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Intellectual Property

CrewPay Service

CrewPay shall own and retain all right, title, and interest in and to the CrewPay Service (except for any licensed content and software components included therein). User agrees not to reverse engineer, decompile, disassemble, copy, alter, modify, or create derivative works of the CrewPay Service or otherwise use the CrewPay Service in any way that violates the use restrictions contained in these T&C. CrewPay does not grant to User any license, express or implied, to the intellectual property of CrewPay or its licensors. User further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the CrewPay Service is considered the confidential and proprietary information of CrewPay (collectively “CrewPay Confidential Information”).

User-Provided Data

User shall retain all right, title and interest in and to all graphics, images, files, data and other information transmitted by User to CrewPay in connection with its use of the CrewPay Service (collectively, the “User-Provided Data”), provided, however, that User hereby grants to CrewPay a worldwide, royalty-free, non-exclusive license to use the User-Provided Data as permitted under these T&C.

CrewPay Logos and Designs

CrewPay’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of CrewPay in the U.S. and/or other countries. CrewPay's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without CrewPay's prior written permission.

User Art

User shall retain all right, title and interest in and to all of User’s logos, promotional graphics and related marketing designs (collectively, the “User Art”), provided, however, that User hereby grants to CrewPay a worldwide, royalty-free, non-exclusive license to use the User Art, as well as User’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing CrewPay's products and services to third parties, subject to User’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Restrictions and Prohibited Actions

Unauthorized use of the CrewPay Service, or the resale of the CrewPay Service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to the CrewPay Service or the CrewPay Software in any format to any third party. In addition, you may not use the CrewPay Service in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Further, you may not use the CrewPay Service to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of CrewPay or others. You may not access the CrewPay Service if you are a competitor of CrewPay, except with CrewPay's express prior written consent. In addition, you may not access the CrewPay Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not use or disclose any CrewPay Confidential Information, except as otherwise explicitly set forth herein. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the CrewPay Service, or in any way reproduce or circumvent the navigational structure or presentation of the CrewPay Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the CrewPay Service. You may not attempt to gain unauthorized access to any portion or feature of the CrewPay Service, or any other systems connected to the CrewPay Service, or to any of the services offered on or through the CrewPay Service, by hacking, password “mining” or any other illegitimate means. You may not harvest or collect user names, email addresses or any other User identifying information by electronic or other means for the purpose of sending unsolicited email or other communications. You may not probe, scan or test the vulnerability of the CrewPay Service, nor breach the security or authentication measures of the CrewPay Service. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor of the CrewPay Service, or any other customer of CrewPay, including any CrewPay account not owned by you, to its source, or exploit the CrewPay Service or any service or information made available or offered by or through the CrewPay Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the CrewPay Service. Additionally, CrewPay reserves the right, without limitation, to terminate your access to and use of the CrewPay Service if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

  • You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the CrewPay Service.
  • You may not attempt to interfere with any other User’s use of the CrewPay Service.
  • You may not engage in illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind with any User, third party or staff member of CrewPay, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law.
  • You may not impersonate someone else or falsely represent your identity or qualifications, or breach any individual's privacy.
  • Except as permitted by CrewPay in writing, you may not send out communications regarding investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding.
  • You may not use the CrewPay Service to send or otherwise make available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.
  • You may not use the CrewPay Service in a manner that imposes an unreasonable or disproportionately large load on CrewPay's infrastructure, as reasonably determined by CrewPay.
  • You may not create multiple accounts for use within the same organization or take other similar actions without CrewPay express prior written consent.

CrewPay will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. CrewPay may involve and cooperate with law enforcement authorities in prosecuting users who violate these T&C. You acknowledge that CrewPay has no obligation to monitor your access to or use of the CrewPay Service or to review or edit any User-Provided Data, but has the right to do so for the purpose of operating the CrewPay Service, to ensure your compliance with these T&C, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Termination

You agree that CrewPay, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the CrewPay Service and remove and discard any content within the CrewPay Service, for any reason, including, without limitation, for lack of use or if CrewPay (in its sole discretion) believes that you have violated or acted inconsistently with the letter or spirit of this Agreement, by providing you with notice of termination. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of CrewPay Service, may be referred to appropriate law enforcement authorities. CrewPay may also in its sole discretion and at any time discontinue providing the CrewPay Service, or any part thereof, with or without notice. You agree that any termination of your access to the CrewPay Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that CrewPay may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the CrewPay Service, except that, if you have made all payments owed to CrewPay (if any) and CrewPay terminates your account without cause, or if you terminate your account for convenience in accordance with this Agreement, then CrewPay will retain your User-Provided Data in accordance with its then current retention policies and, upon your written request, provide you with tools to access such retained User-Provided Data. After the end of CrewPay's then-current data retention period, CrewPay may permanently delete your User-Provided Data on the CrewPay Service. Further, you agree that CrewPay will not be liable to you or any third-party for any termination of your access to the CrewPay Service.

Information Practices

Protecting our users’ privacy is very important to CrewPay. As a condition of downloading the CrewPay Software or using the CrewPay Service, you agree to the terms of the CrewPay Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. The most current version of the CrewPay Privacy Policy may be found at any time at https://crewpay.app/privacy-policy. Information collected by CrewPay may be stored and processed in the United States or any other country in which CrewPay or its agents maintain facilities. By using the CrewPay Service you consent to any such transfer of information outside of your country.

Additionally, by using the CrewPay Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Third Party Interactions and Links to Other Sites

This CrewPay Service may contain certain content, products, services and links to other independent third-party web sites, applications or related tools (“Third Party Materials”). These Third Party Materials are provided solely as a convenience to users of the CrewPay Service. Such Third Party Materials are not under CrewPay's control, and CrewPay is not responsible for and does not endorse such Third Party Materials, including any information or materials contained on such Third Party Materials. You will need to make your own independent judgment regarding your interaction with these Third Party Materials. CrewPay's privacy policy is applicable only when you are using the CrewPay Service. Once you choose to link to another website or use a third party application, you should read that third party’s privacy statement before disclosing any personal information.

Disclaimers of Warranty

CrewPay and any third party who makes its software or content available in conjunction with or through the CrewPay Service disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of the CrewPay Service and/or any third party software or content accessed in conjunction with or through the CrewPay Service.

CREWPAY DOES NOT PROMISE THAT THE CREWPAY SERVICE OR CREWPAY SOFTWARE, OR ANY CONTENT, COMPONENT, SITE OR FEATURE OF THE CREWPAY SERVICE, OR COMPONENT OF THE CREWPAY SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE CREWPAY SERVICE WILL PROVIDE SPECIFIC RESULTS. THE CREWPAY SERVICE IS DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. CREWPAY CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE CREWPAY SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. CREWPAY AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CREWPAY AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CrewPay Service DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND SUCH THIRD PARTY SOFTWARE OR CONTENT. CREWPAY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE CREWPAY SERVICE. YOUR SOLE REMEDY AGAINST CREWPAY FOR DISSATISFACTION WITH THE CREWPAY SERVICE IS TO STOP USING THE CREWPAY SERVICE. THIS LIMITATION OF REMEDY IS A PART OF THE BARGAIN BETWEEN THE PARTIES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OF THE CREWPAY SOFTWARE AND/OR USE THE CREWPAY SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CREWPAY SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE CREWPAY SOFTWARE AND/OR CREWPAY SERVICE AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

THE CREWPAY SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CREWPAY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL CREWPAY OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CREWPAY SERVICE BE LIABLE TO YOU OR ANY OTHER USER ON ACCOUNT OF ANY USE OR MISUSE OF THE CREWPAY SERVICE OR SUCH THIRD PARTY SOFTWARE OR CONTENT. NEITHER CREWPAY NOR ANY THIRD PARTY SOFTWARE OR CONTENT PROVIDER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF CREWPAY AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE CREWPAY SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, FROM INABILITY TO USE THE CREWPAY SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CREWPAY SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE CREWPAY SERVICE AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CREWPAY SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ANY RELIANCE BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE CREWPAY SERVICE, THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE CREWPAY SERVICE.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its principles of conflicts of laws. Each of the Parties to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of the State of North Carolina located in a court of competent jurisdiction in Guilford County, North Carolina for the purpose of any suit, action, proceeding, or judgment relating to or arising out this Agreement. Upon demand of either Party, any dispute, claim, or controversy arising out of, connected with, or relating to all other Sections of this Agreement between or among Parties shall be resolved by binding arbitration in accordance with the then current Commercial Rules of the American Arbitration Association. All arbitration hearings shall be conducted in Guilford County, North Carolina. A judgment upon the award may be entered in any court having appropriate jurisdiction. The binding arbitration shall be at the Parties’ joint and equal expense, with attorneys’ fees and costs to the prevailing party upon conclusion.

Indemnification

You agree to indemnify and hold CrewPay, its officers, directors, employees, agents and third parties, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection to or use of the CrewPay Service, including (a) any breach by you of this Agreement, (b) any claims arising from the content you submit, post, transmit or make available through the CrewPay Service, and (c) if applicable, your use of the CrewPay Service to meet another user in-person or to locate and/or visit any offline place or event.

Assignment of Terms

You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of CrewPay. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. CrewPay may assign or transfer this Agreement, in its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Protecting Copyrights and Other Intellectual Property

CrewPay respects the intellectual property rights of others. Following is our Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide CrewPay’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying CrewPay that your copyrighted material has been infringed.

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of the location on the Website of the material that you claim is infringing; your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

CrewPay’s Agent for Notice of copyright infringement can be reached as follows:

By Mail:

  • Ryan S. Luft, Esq., Copyright Administrator
    3125 Kathleen Ave. #116
    Greensboro, NC 27408
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