Last Modified: Feb 27, 2023
Welcome to Croux. The Croux Mobile App is operated by Croux, Inc., a Delaware corporation, with its registered office at 1500 1st Ave N, Birmingham, Alabama 35203. Croux provides an open marketplace for those seeking temporary employment in the restaurant, service, and hospitality industry.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE SERVICES, AS THE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND CROUX.
By accessing, downloading or using the Services, registering for or maintaining an account, or by clicking to accept or agree to the Terms when this option is made available to you, you acknowledge that you have read and understand all of the provisions of the Terms and that you accept and agree to be bound by and abide by these Terms. If you do not agree to these Terms, you must not access, download or use the Services. The Services are offered and available to individuals who are of legal age and capacity to agree to these Terms residing in the United States. By using Croux’s website or downloading the Croux Mobile App, you represent and warrant that you are of legal age to form a binding contract with Croux in your state of residence, and meet all of eligibility requirements provided in these Terms. If you do not meet all these requirements, you must not access, download or use the Services.
2. CHANGES TO TERMS
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them here, in amended policies, or supplemental terms for applicable Service(s), or as otherwise appropriate. Any such changes shall apply to all access to and use of the Services after posting, except that any change to the dispute resolution provisions set forth in Governing Law and Jurisdiction below will not apply to any disputes for which the parties have actual notice prior to the date such change is posted. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You should check this page from time to time so that you are aware of any changes, as they are binding on you.
To the extent that Croux is required to or may elect to give notice under these Terms or otherwise, Croux may give notice by means of a general notice through the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Croux, with such notice deemed given when received by Croux, at any time by first class mail or pre-paid post to our registered address, c/o Croux, Inc., 2324 Second Avenue North, Birmingham, Alabama 35203.
4. THE SERVICES
The Services comprise the Croux Mobile App, Croux Marketplace, and related services which provide a platform through which Croux Members seek temporary employment opportunities with Employers who post temporary job opportunities or gigs in the hospitality and restaurant industry.
“Croux Marketplace” The Croux Marketplace is where Employers post gigs for Croux Members to fill.
“Gig” Temporary job opportunity in the hospitality and restaurant industry.
“Croux Member” Croux Members are the talent using the Croux Marketplace to find gigs from Employers.
“Employers” The Employers are the businesses who posts gigs in the Croux Marketplace and the ones who hire the Croux Members for the gigs.
“Users” or “You” Users, and You, is anyone who uses the Croux Mobile App or Croux Marketplace, including, both Croux Members and Employers.
YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TEMPORARY EMPLOYMENT THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH CROUX AS AN EMPLOYER OR AS A PROVIDER OF TEMPORARY EMPLOYMENT. WE ARE NOT A REFERRAL, MATCHING OR PLACEMENT SERVICE. WE DO NOT PROVIDE, REFER, PLACE, OFFER OR SEEK TO OBTAIN EMPLOYMENT OR ENGAGEMENTS FOR ANY OF THE USERS OF THE SERVICES. WE DO NOT SCREEN OR VERIFY THE TRAINING, EDUCATION, OR EXPERIENCE OF ANY USER OF THE SERVICES OR ANY CONTENT SUBMITTED BY A USER OR ANYONE OTHER THAN CROUX (“USER CONTENT”), INCLUDING BUT NOT LIMITED TO, PROFILES AND REVIEWS. WE HAVE NO CONTROL OVER THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF PROFILES OF OUR USERS, REVIEWS, AFFILIATIONS OR OTHER USER CONTENT SUBMITTED ON THE SERVICES AND MAKE NO REPRESENTATIONS ABOUT ANY SUCH USER CONTENT ON THE SERVICES. YOU SHOULD MAKE YOUR OWN ASSESSMENTS OF THE PERSONS YOU DECIDE TO INTERACT WITH, ENGAGE, PROVIDE SERVICES TO OR RECEIVE SERVICES FROM.
WE ARE NOT INVOLVED IN THE TRANSACTIONS BETWEEN USERS. USERS OF THE SERVICES ARRANGE FOR THE SERVICES SOLELY BETWEEN OR AMONG THEMSELVES, AND CROUX IS NOT PARTY TO ANY OF THOSE SERVICE ARRANGEMENTS. WE DO NOT HAVE CONTROL, DO NOT SUPERVISE OR PROVIDE ANY TRAINING OR EQUIPMENT TO USERS, AND WE HAVE NO CONTROL OVER THE QUALITY, TIMING, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER OF THE SERVICES PROVIDED BY USERS. AS SET FORTH BELOW, YOU AGREE TO RELEASE CROUX FROM ANY CLAIMS OR LIABILITY THAT MAY ARISE FROM ANY DISPUTES BETWEEN YOU AND OTHER USERS OF THE SERVICES.
5. ACCESSING THE SERVICES; ACCOUNT SECURITY
We reserve the right to terminate, withdraw or amend the Services, and any service or material we provide through the Services, and to cease offering or deny access to the Services or any portion thereof, either generally or with respect to you, at any time, in our sole discretion, and without notice. We may from time to time in our sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Croux has no obligation to provide any Updates or to continue to provide or enable any features or functionality. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entirety of the Services, to users, including registered Users.
6. ELIGIBILITY CONDITIONS
By using the Services, you represent and warrant that you currently meet and will continue to meet the following eligibility conditions (“Eligibility Conditions”) for as long as you use the Services:
(a) you are at least eighteen (18) years of age; (b) you have and will at all times comply with all laws and regulations; and (c) you have the right, authority and capacity to enter into these Terms and to abide by all the terms and conditions in these Terms.
SERVICES ARE NOT DIRECTED AT NOR INTENDED FOR THE USE OF CHILDREN UNDER THE AGE OF 13. IF YOU ARE UNDER THE AGE OF 13, DO NOT REGISTER OR SUBMIT ANY PERSONAL INFORMATION TO THE SERVICE AND IMMEDIATELY STOP USING THIS SERVICE.
By using the Services, you understand and agree that Croux may rely on the above Eligibility Conditions representations and warranties as true. You understand and agree that Croux may revise the Eligibility Conditions from time to time and require new conditions and certifications and that the User will abide by such revised Eligibility Conditions or discontinue using the Services.
7. USER ACCOUNTS
In order to use the Services, you must register for and maintain an active personal user Croux Marketplace account ("Account"). Account registration requires you to submit to Croux certain personal information, including your driver’s license, name, mobile phone number, address, email, and age, as well as at least one valid payment method. You must be of legal age and have capacity to agree to these Terms on your own behalf. You are responsible for ensuring that all persons who access the Services through your Account, internet connection, device or other computer hardware are aware of these Terms and comply with them. It is a condition of your use of the Services that all information you provide in registering for the services is correct, current and complete.
Additionally, you are responsible for maintaining and updating your information so that it remains correct, current and complete. You agree to provide and maintain accurate, current, and complete information about you.
You are responsible for all activity that occurs under your Account, and you agree to always maintain the security and secrecy of your Account username and password. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to Services using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer or network so that others are not able to view or record your password or other personal information. You agree to accept all risks of unauthorized access to information.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion, for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Unless otherwise permitted by Croux in writing, you may only possess one Account.
8. NETWORK ACCESS AND DEVICES
You are responsible for making all arrangements necessary to access, download, install and/or use the Services. This includes, without limitation, obtaining necessary data network access, and acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device.
Croux does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
9. INTELLECTUAL PROPERTY RIGHTS
The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by Croux, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Content or any of the material on the Services.
Croux reserves all of its statutory and common law rights against any person or entity who violates these provisions. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Croux. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
“Croux Trademarks” means all names, marks, brands, logos, product and service names, designs, trade dress, slogans and other designations Croux uses in connection with its products and Services. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners. You may not use, remove or alter any Croux Trademarks, or co-brand your own products or material with Croux Trademarks, without Croux’s prior written consent. You acknowledge Croux’s rights in Croux Trademarks and agree that any use of Croux Trademarks by you shall inure to Croux’s sole benefit. You agree not to incorporate any Croux Trademarks or trademarks of its affiliates or licensors into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.
11. PROHIBITED USES
You agree to use the Services in a manner that is lawful, relevant and proper to the applicable forum. Any use of the Services that Croux, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a User with or without notice. You may use the Services only for lawful purposes and in accordance with these Terms.
Conduct that is prohibited as inappropriate and/or offensive includes conduct intended to, resulting in, or reasonably perceived as effecting or accomplishing the following:
• Violation of 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);
• Defamation, abuse, harassment, harm, stalking, threatening or otherwise violating the legal rights (including without limitation rights of privacy and publicity) of others;
• Transmission, reception, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
• Publishing, posting, texting, uploading, distributing or disseminating any profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;
• Using the Services for any purpose that is in violation of local, state, national, or international law, including without limitation wage and working condition laws and regulations;
• Uploading files that contain software or other material that violates the rights of any thirdparty, including without limitation intellectual property rights or rights of privacy or publicity;
• Uploading files or code containing viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network or are otherwise malicious or technologically harmful;
• Attacking the Services via a denial-of-service attack or a distributed denial-of-service attack;
• Attempting to interfere with the proper functioning of any aspect of the Services;
• Taking any action or using any device, software or routine that interferes with the proper working of the Services or which would otherwise undermine any aspect of the Services;
• Attempting to gain unauthorized access to the Services, other User accounts, or other device, computer system or networks connected to the Services;
• Advertising or offering to sell any goods or services for any commercial purpose on the Services that are not appropriate or relevant to the Services;
• Impersonation, or attempt at impersonation of, another person, including, without limitation, Croux or any of its agents, another user or any other person or entity, whether by using e-mail addresses or usernames associated with any of the foregoing or otherwise, or permitting any other person or entity to use your username or password;
• Attempting to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which Services are stored, or any server, computer, database, or data connected to the Services;
• Transmission of or solicitation of transmission of any advertising or promotional material unrelated to the Services, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
• Transmission of the same content repeatedly or spamming;
• Downloading any file posted by another user that you know, or reasonably should know, cannot be legally distributed through the Services;
• Accessing, downloading, or copying any information, content and/or materials from the Services through artificial means (including without limitation by the use of spiders, scrapers, hacking devices, computer programs, bots, web spoofing, URL rewriting or other such means);
• Use of any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
• Reproduction, duplication, copying, selling, re-selling or exploiting any information, materials or content on the Services; or
• Commission of any other conduct which restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Croux or Users of the Services or expose any of them to liability.
Croux reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to Croux in its sole discretion. Alleged improprieties by any User may be reported to Croux by email at email@example.com.
12. ILLEGAL, FRAUDULENT OR ILLEGITIMATE BEHAVIOR
Illegal, fraudulent or illegitimate behavior undermines the trust on which Croux’s platform is based, and Croux will seek to enforce its rights to the fullest extent of the law or in equity. In addition to any other rights and remedies available to Croux by law or equity, Croux may suspend or deactivate any account(s) associated with this type of illegal or illegitimate activity, including without limitation fraud, abusing promotions, collusion between Users (either for purposes of (i) circumventing or attempting to circumvent the obligation to pay fees related to Croux’s provision of services (ii) circumventing or attempting to circumvent Croux’s platform; or (iii) establishing a contact or continuing a relationship with another User where such contact or relationship was established primarily through the Services for purposes of any of the foregoing), disputing service charges or fees for fraudulent or illegitimate reasons. Notwithstanding the foregoing, nothing in these Terms shall be interpreted to prevent Users from communicating offline or off the Services for legal and otherwise legitimate purposes.
Users are prohibited from using the Services for the purpose of recruiting for another website or soliciting, advertising to, or contacting other users for employment, contracting, or any other purpose for a business not affiliated with Croux. Croux reserves the right to terminate your account or use of the Services in our sole discretion at any time if you violate these Terms and Conditions. We further reserve the right to take appropriate legal action including, without limitation, civil or criminal actions, and requesting injunctive relief.
14. USER CONTRIBUTIONS
The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) information, content, materials or services (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, perform, display, distribute, disseminate, transmit, adapt, resell, publish, and otherwise disclose to third parties any such material for any purpose, in any form, on an unrestricted basis.
You represent and warrant that:
• You own or control all rights in and to the User Contributions or are otherwise authorized and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Croux, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
• We are not responsible, or liable to any third-party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
15. MONITORING AND ENFORCEMENT; TERMINATION
We have the right to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Croux.
• Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend your access to all or part of the Services without notice to you, at any time, in Croux’s sole discretion, for any reason, including without limitation, any violation of these Terms, or no reason.
You agree that, if you are suspended or terminated, you will make no further use of the Services after termination or during suspension.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE ANY CLAIM AGAINST, AND RELEASE AND HOLD HARMLESS CROUX AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
16. CONTENT STANDARDS
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. You are entirely responsible for all Content that you upload, post or otherwise transmit through your use of the Services (“Content”). Without limiting the foregoing, User Contributions must not:
• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
• Promote sexually explicit, pornographic, violent, patently offensive, harassing, or discriminatory (whether based on race, sex, religion, nationality, disability, sexual orientation or age), or otherwise objectionable to Croux or other users of the Services, material or communications.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
• Be false or likely to deceive any person;
• Promote any illegal activity, or advocate, promote or assist any unlawful act;
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
• Disclose personal information without authorization;
• Contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or,
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Croux reserves the right to edit or remove Content that violates these Terms, that contains third party commercial advertisements, or for any other reason it deems necessary.
17. THIRD PARTY SERVICES AND CONTENT
18. RELIANCE ON INFORMATION POSTED
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you to the Services, or by anyone who may be informed of any of its contents. This Services may include content provided by third parties, including materials provided by other Users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Croux, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Croux. We are not responsible, or liable to you or any third-party, for the content or accuracy of any materials provided by any third parties.
19. CHANGES TO THE SERVICES
We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
20. INFORMATION ABOUT YOU AND YOUR VISITS TO THE SERVICES
21. TERMS OF TRANSACTING BUSINESS VIA THE CROUX MARKETPLACE
Croux incorporates an online payment service to facilitate payments between Users, and you understand that use of the Services may result in payments by you for the services you may receive from Croux Members as well as Croux (together, “Charges”). To be able to use the Services, Employers must onboard as Stripe customers, attach a bank account which is connected and verified with Plaid, and be vetted and approved by Croux. Croux Members must onboard as Stripe Connect “vendors”, attach a bank account or debit card, and be vetted and approved by Croux before they are able to use the Services. Once a Croux Member and Employer have scheduled Services, Croux will facilitate payment of the applicable Charges on behalf of the Employer, which includes the cost of the Services provided by the Croux Member plus Service Fees. This amount if transferred to Croux’s Stripe Account and held in escrow. Once the Services have been completed by the Croux Members, the cost of the Services is transferred to the Croux Member’s Stripe Account instantly. A deduction in the amount of $0.50 per hour of Services completed will be deducted from Croux Member payout to cover Occupational Accident Insurance.
In consideration for the services provided by Croux, all Charges include a service fee, and the Employer agrees to pay Croux the applicable service fees then in effect (“Service Fees”). Service Fees will be included in Charges for each transaction presented to a Croux Member as a percentage of the total charged to the Employer from a Croux Member. The current Service Fee is 18% of the total cost of the Services provided by the Croux Member. This amount is subject to change at any time.
Employers will also be required to pay an ongoing membership fee to Croux for use of the Services. This membership fee will initially be automatically charged to Employer when Employer posts its first gig and continue as long as Employer uses the Services. If Employer
does not agree to the membership fee, Employer must terminate their membership by contacting Croux at firstname.lastname@example.org.
Additional terms and conditions may also apply to specific portions, services or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms.
WE ARE NOT AN EMPLOYMENT SERVICE AND WE DO NOT SERVE AS AN EMPLOYER OF ANY USER. AS SUCH, USERS ARE SOLELY RESPONSIBLE (AND CROUX IS NOT RESPONSIBLE) FOR ANY TAX, WITHHOLDING OR REPORTING, INCLUDING, BUT NOT LIMITED TO, UNEMPLOYMENT INSURANCE, WORKERS’ COMPENSATION, SOCIAL SECURITY OR PAYROLL WITHHOLDING TAX OR INCOME REPORTING IN CONNECTION WITH ANY SERVICES PROVIDED BY USERS. YOU UNDERSTAND AND AGREE THAT IF CROUX IS FOUND TO BE LIABLE FOR ANY TAX, WITHHOLDING TAX OR REPORTING OBLIGATION IN CONNECTION WITH ANY SERVICES PROVIDED OR RECEIVED BY YOU, THEN YOU WILL IMMEDIATELY REIMBURSE AND INDEMNIFY CROUX FOR ALL COSTS, EXPENSES AND LIABILITIES (INCLUDING ANY INTEREST AND PENALTIES) RELATING TO THE SAME.
23. CONFIDENTIALITY OF CROUX INFORMATION
You may obtain direct access via the Services to certain confidential information of Croux and its affiliates, including without limitation technical, contractual, product, program, pricing, marketing, algorithms, code, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. All right, title and interest in the Confidential Information remains with Croux and its affiliates.
The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Croux, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Croux adequate to afford Croux the opportunity to object to the disclosure.
24. CANCELLATION AND REFUND POLICY
Croux reserves the right to charge a cancellation fee pursuant to the terms and conditions presented to you at the time of submitting or accepting a job, and you authorize Croux to charge any applicable cancellation fees to the payment provided by you to Croux. All Charges are final, nontransferable and nonrefundable; provided, however, Croux may correct clerical errors related to any Charges by providing notice by email and a reasonable opportunity for you to object to the correction. Clerical errors include without limitation minor mistakes or unintentional or duplicate Charges.
25. CROUX SMS/MESSAGING TERM AND CONDITIONS
By “Opting In” to or using the Croux “Text Message Service” (both terms defined below), you accept these Terms and Conditions and agree to resolve disputes with Croux through binding arbitration, and you waive any right to participate in class actions, all as detailed in the “Arbitration Agreement” section below. “Text Message Service” includes any arrangement or situation in which Croux sends (or indicates that it may send or receives a request that it send) one or more text messages. “Opting In” and “Opt-In” refer to requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, or otherwise consenting to receive one or more text messages.
(a) By Opting In to a Text Message Service:
-You authorize Croux to use autodialer or non-autodialer technology to send text messages to the cell phone number associated with your account. You also authorize Croux to include marketing content in any such messages. You do not have to Opt-In or agree to Opt-In as a condition of purchasing products.
-You are signing your Opt-In to the Text Message Service.
-You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to Opt-In.
-You consent to the use of an electronic record to document your Opt-In. To withdraw that consent, request an email copy of the Opt-In, or to update our records with your contact information, please email us at email@example.com.
(b) About the Text Message Services and Opting Out.
(c) Mobile Carriers. Supporting mobile carriers may change without notice, and the particular Text Message Service you join, including those operated through a different number, may be limited to specific carriers. Croux and the mobile carriers are not liable for delayed or undelivered messages.
26. DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that the files available for downloading from the internet for Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. CROUX’S WEBSITE, APPLICATIONS, AND ALL CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
CROUX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CROUX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CROUX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, NEITHER CROUX NOR ANYONE ASSOCIATED WITH CROUX REPRESENTS OR WARRANTS THE SERVICES, CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES TO BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES INCLUDING WITHOUT LIMITATION ANY AND ALL WEBSITES, APPLICATIONS OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
27. LIMITATION ON LIABILITY
CROUX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF CROUX, EVEN IF CROUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT CROUX HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER WHETHER USING OR NOT USING THE SERVICES AND THAT CROUX MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT CROUX IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER USING OR NOT USING THE SERVICES, OF ANY USER. AS SUCH, CROUX EXPRESSLY DISCLAIMS, AND EACH USER EXPRESSLY RELEASES CROUX FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY ACTS AND/OR OMISSIONS OF USERS USING OR NOT USING THE SERVICES.
CROUX IS ONLY AN OPEN MARKETPLACE FOR THOSE SEEKING SERVICES. USERS OF THE SERVICES INTERACT AND TRANSACT BETWEEN THEMSELVES. CROUX IS NOT AND WILL NOT BE INVOLVED IN ANY USER INTERACTIONS. CROUX IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING OR AFTER USER INTERACTIONS. CROUX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER, EVEN IF CROUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CROUX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND CROUX'S REASONABLE CONTROL.
IN NO EVENT WILL CROUX, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, CROUX’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON CROUX’S CHOICE OF LAW PROVISION SET FORTH BELOW.
28. INDEMNIFICATION AND INSURANCE
To the fullest extent permitted by law, User will indemnify, defend, and hold harmless Croux from and against any and all loss, damage, costs (including, but not limited to, attorneys' fees, expert fees and expenses, and court costs), or liability resulting from any and all demands, claims, suits, costs, fines, penalties, proceedings, or actions of any kind or character ("Claim") presented or brought against Croux caused by, arising out of, or related to any act or omission of Talent or Croux, anyone directly or indirectly employed by Croux, or anyone for whose acts Croux may be liable; provided, however, if any Claim is determined to have been caused by the sole negligence of the Croux or Talent, then User will not be liable under this section. User’s indemnity obligation will include, without limitation, court costs, attorneys' fees, costs of investigation, costs of defense, expert fees and expenses, settlements, and judgments associated with any Claims.
In the event User requires Talent to serve alcohol or operate a motor vehicle as part of the Services, User, at its own expense, will procure and maintain, without interruption during the Term, the following insurance policies:
•Commercial General Liability insurance (or equivalent) on an occurrence (not claims made) basis, in an amount not less than $2 million for any one occurrence.
•Business Auto Liability insurance covering any owned, non-owned, and hired vehicles in an amount not less than $2 million combined single limit for bodily injury and property damage for any one occurrence.
•Liquor Liability coverage in compliance with any then in-effect regulation set forth by the Alcoholic Beverage Control Board of User’s state of operation.
User must cause its insurer to issue endorsements to name Croux as additional insureds to the Commercial General Liability, Business Automobile Liability, and Liquor Liability policies described above. Such endorsements must be issued within seven (7) days of engaging Croux for Services. Upon request by Croux, User shall provide evidence of such endorsements within twenty-four (24) hours of any request.
29. ASSUMPTION OF RISK
You agree and understand that you assume all risks when using or providing the Services, including without limitation any and all of the risks associated with any gigs, including, without limitation, any and all risks of injury and death.
30. CHOICE OF LAW AND JURISDICTION
Except as set forth in the Disputes; Mandatory Arbitration and Class Action Waiver Section herein, all matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Unless you and Croux agree otherwise in writing, YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.
These provisions, except as otherwise provided in the Arbitration Agreement of these Terms, are only intended to specify the use of Delaware law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Delaware law to you if you do not otherwise reside in Delaware. The foregoing choice of law and forum selection provisions do not apply to the Arbitration Agreement or to any arbitrable disputes as defined therein. Instead, the Federal Arbitration Act shall apply to any such disputes.
31. DISPUTES; MANDATORY ARBITRATION AND CLASS ACTION WAIVER
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Croux on an individual basis in arbitration, as set forth in this Arbitration Agreement. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. This will preclude you from bringing any class, collective, or representative action against Croux, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Croux by someone else.
(a) Agreement to Binding Arbitration Between You and Croux.
You and Croux agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Croux, and not in a court of law.
You acknowledge and agree that you and Croux are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Croux otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
However, you and Croux each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(b) Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
(d) Location and Procedure
Unless you and Croux otherwise agree, resolution of any and all disputes will be conducted in Lewes County, Delaware, U.S.A., which shall have jurisdiction over such disputes and over Users.
YOU WAIVE ANY AND ALL OBJECTIONS TO VENUE AND TO THE EXERCISE OF JURISDICTION OVER YOU.
(e) Arbitrator's Decision
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. If the Arbitrator finds that you cannot afford to pay filing, administrative, hearing and/or other fees and cannot obtain a waiver from AAA, Croux will pay them for you. In addition, Croux will reimburse all such filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous. Likewise, Croux will not seek attorneys’ fees and costs in arbitration unless the Arbitrator determines the claims are frivolous.
Notwithstanding the provisions above, regarding consent to be bound by amendments to these Terms, if Croux changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Croux written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered office, c/o Croux, Inc., 1500 1st Ave N, Birmingham, Alabama 35203 or (b) by email from the email address associated with your Account to: firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Croux in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
(h) Severability and Survival
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
32. LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR CROUX’S SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
33. ASSIGNMENT; RELATIONSHIP
You may not assign any rights or obligations under these Terms without Croux's prior written approval. Croux may assign its rights and obligations under these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Croux's equity, business, or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Croux as a result of these Terms, your Account, User Contribution, or your use of the Services.
34. WAIVER AND SEVERABILITY
No waiver by Croux of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Croux to assert or enforce a right or provision under these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Croux in writing. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. This provision shall not affect the Severability and Survival provisions with respect to the Arbitration Agreement which is part of these Terms.
35. ENTIRE AGREEMENT
36. YOUR COMMENTS AND CONCERNS
The Services are operated by Croux, Inc., located at 1500 1st Ave N, Birmingham, Alabama 35203. All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to: email@example.com.
37. PROFESSIONAL GUIDELINES
By utilizing Croux, you agree to abide by the Talent Guidelines.