The Krowd

...for connecting crowds

Krowdthink Master Services Agreement

Krowdthink Ltd will consider refunds under the following conditions:

BEFORE YOU PARTICIPATE IN ANY KROWDTHINK PROGRAM, PLEASE READ THE TERMS OF THIS KROWDTHINK MASTER SERVICES AGREEMENT. BY USING THE APPLICABLE KROWDTHINK PROGRAM, ENTERING INTO AN INSERTION ORDER OR OTHER ORDER FORM REFERENCING THIS MASTER SERVICES AGREEMENT, AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS MASTER SERVICES AGREEMENT.

1. INTRODUCTION AND DEFINITIONS.  We provide you and, if applicable, Authorized Users, access to our products, services, code, and/or software in connection with the applicable Krowdthink program (each a "Program(s)") for your use, subject to your acceptance of and compliance with this Master Services Agreement (the "MSA"), the terms and conditions, if any, of the Programs in which you enroll (each, "Program T&C"), as such terms are updated from time to time, and the terms and conditions of any applicable insertion order(s) or other order form that you or your Affiliate(s) enter into that specifically references this MSA and/or applicable Program T&Cs (each an "Insertion Order" or "IO") (collectively, the "Agreement"). In the Agreement, (i) "we", "us", and "our" mean Krowdthink Ltd Company, a company registered under the laws of UK under registration No. 07753195, with its principal place of business at 10 Forde Close, Abbotskerswell, TQ12 5NN ("KT"), acting in its own name and in the name and on behalf of its Affiliates, as defined hereafter (collectively, "Krowdthink"), (ii) a "Krowdthink Company(ies)" means Krowdthink or an Affiliate of Krowdthink, (iii) "Krowdthink Entities" means the Krowdthink Companies and their respective officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and third parties offering you online tools via the Krowdthink Network, (iv) "Krowdthink Service" means the real-time information service, commonly referred to as "Krowd", which includes the services currently provided by Krowdthink Ltd., at its websites and Krowdthink-owned, operated and/or controlled mobile applications and social plug-ins and application programming interfaces that are owned, operated, authorized, or hosted by or for Krowdthink, including the Krowd network and applicable Programs, (v) "Krowdthink Network" means the network of advertising channels, including all forms of media, applications, and devices, through which we may distribute ads, in any medium now known or hereafter developed, (vi) "Krowdthink Code" means proprietary software code and related tools that we may offer or otherwise make available to you in connection with a Program, or that are part of such Program, (vii) "you" and "your" mean the company, organization and/or entity (including a sole proprietor) electronically accepting the Agreement, or the company, organization and/or entity named in an Insertion Order, and any of its Affiliates that execute an Insertion Order for any Program, (viii) "Affiliate(s)" means, with respect to a company, organization, and/or entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, (ix) "Authorized User(s)" means your agents, representatives, contractors, and any person or entity acting or apparently acting on your behalf, and your Affiliates that access a Program without executing their own separate Insertion Order, and (x) "Materials" means, individually and collectively, all information you provide, use, or approve in connection with the Agreement, including all creative, hashtags, content, URLs, titles, descriptions, trademarks, listings, search keywords, ad target options, domain names, content of ads and all related materials and metadata, data, data feeds, and targeting parameters. Terms used but not defined in this MSA will have the meanings given to such terms in any Program T&Cs or Insertion Order, as applicable. Terms used in any Program T&Cs or Insertion Order, but not defined therein, will have the meanings given to such terms in this MSA. All definitions set forth herein apply both to their singular and plural forms, as the context may require.

2. CHARGES, FEES, PAYMENT AND TAXES. For any Program in which you participate, you will pay us for all charges and fees you incur in connection with each Program in the currency designated by us. Our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. If an Insertion Order with us is applicable, the Krowdthink Company or our authorized reseller identified on such Insertion Order will submit an invoice to you at the email address on the applicable Insertion Order, and you will pay all undisputed charges in full within thirty (30) calendar days of the invoice date unless otherwise specified or authorized in writing by such Krowdthink Company or authorized reseller. If payment by credit card or charge card ("Credit Card") is applicable, you authorize us, by starting use of the relevant Krowdthink Program, to charge your Credit Card for any and all amounts and fees you incur in connection with that Program, including recurring payments, within the limits of the total budget and/or daily maximum amount you indicated, if applicable. The types of Credit Cards that we accept and the timing of the billing of the charges and fees may vary according to the Program and country. The issuer of your payment method may impose additional requirements and/or charge you a foreign transaction fee or other charges. You are responsible for keeping your Credit Card information (including your name, address, card or account number, CVV number and expiration date, as applicable) on file with us current, and you also authorize us to update your Credit Card information with data we obtain from your financial institution, the issuer of your Credit Card, or from a payment network, including but not limited to MasterCard, American Express or Visa. You authorize us, subject to applicable law, (i) to retain your Credit Card information for as long as is necessary to meet all of your payment obligations to us or until such time as you revoke this authorization in accordance with procedures prescribed by us, whichever is later, and (ii) to share your Credit Card and related billing and payment information with companies who work on our behalf, such as payment processors and/or credit agencies, for all purposes reasonably associated with acceptance of credit cards, including fraud detection, verifying credit, effecting payment, and servicing your account. Any revocation by you of this authorization will become effective when all charges and fees associated with your use of the Programs have been fully satisfied. Your revocation of this authorization will have no effect on your liability for incurred charges and fees through your participation in a Program. If we or our authorized reseller agree to your request to send an invoice to a third party on your behalf, you agree to remain responsible and liable for payment, and if such third party does not pay the invoice within thirty (30) calendar days of the invoice date or as otherwise specified or authorized in writing by Krowdthink or Krowdthink’s authorized reseller, you will immediately pay all such amounts to us or to our authorized reseller as applicable. Any late payments will accrue interest at the rate of 4% per annum above the base rate of Barclays Bank plc from time to time, or the maximum amount allowable under law, whichever is less. Further, if you fail to make any payment as set forth herein, you will pay all reasonable expenses (including legal fees) incurred by us in collecting such charges. Any disputes about charges to your account(s) must be submitted to us in writing within sixty (60) days of the date you incurred such charge; otherwise you waive such dispute against us, and such charge will be final and not subject to dispute between you and us. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and our property. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to us hereunder. If withholding taxes are imposed by any jurisdiction on the transactions described in the Agreement, you will pay such taxes such that we receive the full amount invoiced, without offset or deduction, and you will promptly provide to us the applicable certificates and receipts regarding such remittances. If you claim sales or use tax exemption, you must submit to us a valid tax exempt certificate. If you are in the European Union, we reserve the right, upon at least thirty (30) calendar days’ prior written notice, to audit your books, records, and accounts for the sole purpose of verifying your taxable status. We may, at our sole discretion, reclassify you for VAT collection purposes or immediately terminate the Agreement in the event you have misrepresented your VAT status (and in either case to collect any applicable taxes and other charges). None of your pre-printed forms, purchase orders and/or clickthrough or shrinkwrap terms, whether or not signed by or accepted by us, will apply, and all such terms shall automatically be null and void. Accounts with no activity for more than twenty-four (24) months may be closed by us without notice and will be assessed an account closing fee not to exceed the lesser of twenty-five Euro (EUR25), or its equivalent in the applicable currency, or the balance in the account. If a balance remains (other than unused promotional credits and initial deposits), we will attempt to refund any portion of such balance that may be owed to you. If we are unable to refund any such balance using your contact information on file with us, you agree that it will be subject to automatic forfeiture and we will dispose of the balance pursuant to the Agreement and our policies and procedures.

3. ACCESS AND RESTRICTIONS. You will not: (i) use any automated means, including agents, robots, scripts, or spiders to access, monitor, scrape, or manage your account(s) with us, or to access, monitor, scrape or copy the Krowdthink Service or Krowd systems or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (e.g., third-party tools/APIs approved by us); (ii) bypass any robot exclusion headers on the Krowdthink Service (including using any device, software, or routine to accomplish that goal); (iii) sell third party ads or otherwise make them available by way of your use of the Krowd Service without our prior written consent; (iv) interfere or attempt to interfere with the proper working of the Krowdthink Service, Programs, or Krowdthink systems; (v) use or combine our Programs with software offered under an open source license which create any obligations with respect to our Programs contrary to this Agreement, or purport to grant to any third party any rights to, or immunities under, our intellectual property or proprietary rights in the Programs; or (vi) make available to us or our Affiliates any Personal Data of visitors, users, or customers of your website(s) in connection with your access or use of our Programs save where specifically requested by us in the context of the Service. Our Programs, including your password(s) related to your account(s), may not be used by, or made available to, any third party, except Authorized Users. You will promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us (e.g., the unauthorized disclosure or use of your username or password). Authorized Users must comply with the Agreement and you are and shall remain responsible and liable for the acts and omissions in connection with our Programs or this Agreement, and any charges, costs, fees, or expenses they may accrue. You may use data made available to you in connection with a Program, including data that is obtained, collected, or derived as a result of any targeting parameters, solely for your internal business use to manage your advertising account(s) with us and you will not publish such data, create profiles of our users, or use such data for retargeting of any sort including off the Krowdthink Service without Krowdthink’s express prior written approval. In order to improve our Programs, we may allow for the testing of traffic, implementations, and/or features, and unless we agree otherwise, you agree to pay for all charges as set forth in the applicable Insertion Order or your online account (e.g., engagement, impressions, clicks) during those tests. You agree we may also need to redesign or modify the organization, specifications, structure, and/or appearance of any location where your ads may be displayed. Further, we reserve the right to modify or discontinue offering any Program or part thereof at any time, subject to fulfillment of any pre-purchased obligations to the extent reasonably practicable. Your participation in each Program is subject to our Krowdthink Companies' policies as updated from time to time, including, our Privacy Policy (http://thekrowdapp.com/privacy.html ), Terms of Service (http://thekrowdapp.com/terms.html ), Trademark Requirements (http://krowdthink.com/terms.php ), and the policies of any Krowdthink Entity (the "Policies") (or available at any successor websites or locations). To advertisers, including you, at our sole discretion, the Krowdthink Companies may provide free engagements, impressions, ads, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations, all of which, if so provided, at our discretion, unless otherwise stated by us, shall be subject to this Agreement.

4. YOUR SITE AND MATERIALS. We are not responsible for any aspect of your or any third-party website(s) or application(s), or for any content with which the Materials may be associated. You represent, warrant, and covenant that: (i) all Materials are, and will be updated to remain, current and accurate; and (ii) your Materials are either original to you or you have secured all necessary rights, consents, waivers and licenses for its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees).

5. USE OF MATERIALS. In order to participate in any Program, you grant the Krowdthink Entities a non-exclusive, license fee-free, royalty-free, worldwide license to: (i) use, copy, adapt, reformat, recompile, truncate, and/or edit any part of the Materials for public performance, public display, and distribution and you hereby waive and agree to procure a waiver of any moral rights you or a third party may have in the Materials in this respect to the maximum extent permitted by law; (ii) access, index, and cache the website(s) to which your ads link, or any portion thereof, by any means, including web spiders and/or crawlers; and (iii) distribute your ads through the Krowd Network. None of the Krowdthink Entities will have any liability for your tools use or Materials and may refuse, reject, cancel, suspend, or remove any tools use at any time.

6. CONFIDENTIALITY. "Confidential Information" means any information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that the receiving party can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure other than through the receiving party’s action or inaction; or (iii) is in the receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure, as shown by the receiving party’s files and records. The receiving party will not at any time: (a) sell, license, or transfer any Confidential Information; (b) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of your employees and Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement and who have a legitimate need to know such Confidential Information in connection with the Agreement); or (c) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed and in accordance with the Agreement. The receiving party will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, the receiving party may do so provided that: (1) the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure; (2) at the disclosing party’s request, the receiving party assists the disclosing party in obtaining an order protecting the Confidential Information from public disclosure; and (3) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain the disclosing party’s personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to the disclosing party, destroyed, or uninstalled immediately upon request, or upon termination of the Agreement. Nothing contained in the Agreement will prevent either party from complying with applicable privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Krowdthink Company privacy policy ("Privacy Policy") (as posted on or linked from the Krowdthink Service), the Agreement will control. You will not access or use any Program under this Agreement in a way that causes us to violate our Privacy Policy. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the Programs and all information described in the applicable Privacy Policy may be shared with and used by (x) the Krowdthink Entities (and you acknowledge the country of the Krowdthink Entity receiving the data or information may not afford the same level of protection of such data as the country in which the data or information was collected), and/or (y) certain selected third parties only in Aggregated and anonymous form. Neither you nor us may issue any press release or other public statement regarding the Agreement, the Programs, or the other party without the other’s prior written consent, except that Krowdthink may use your trademarks, logos or other indicia of origin associated with you solely for the purpose of indicating that you are a client of Krowdthink. Except as set forth herein, upon expiration or termination of the Agreement, or upon the reasonable request of either party, the receiving party shall promptly return or destroy all Confidential Information of the other party and any copies of the Confidential Information of the other party to its owner. Krowdthink may, at its sole discretion and upon your acceptance, provide you with early access to non-generally available alphas, betas, research studies, pilots, marketing services and/or other programs from time to time ("Beta(s)"). All Betas will be considered Krowdthink Confidential Information. You agree that participation in any Beta will assist Krowdthink in research, analyzing and validating some existing and/or prospective programs, products and/or tools, and that if you provide Krowdthink with any comments, feedback or other information to assist Krowdthink in evaluating and improving such programs, products and/or tools ("Feedback"), Krowdthink will be free to use the Feedback now or in the future in any way without any compensation or obligation to you or any third party. For clarification, Feedback does not include and Krowdthink will not use your name or publicly disclose your Beta performance results.

7. DATA PROTECTION.
a. For the purpose of the Agreement, "DPA" means the UK Data Protection Acts implementing Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data as the same may be amended, modified, restated or replaced from time to time. "Personal Data", "Data Processor", "Data Controller" and "processing" have the meanings given to such terms in Section 1 of the DPA. The provisions contained in this Section 7 shall apply to the extent that your use of a Program involves the processing of Personal Data by a Krowdthink Entity and if such processing is required, the parties acknowledge that KT will process Personal Data in accordance with the DPA. To the extent that KT processes Personal Data on your behalf as your Data Processor, KT agrees to: (i) only process such Personal Data in accordance with your instructions (which, for the avoidance of doubt, includes this Agreement), and; (ii) implement reasonable and appropriate technical and organizational measures against unauthorized access to, or unauthorized alteration, disclosure, destruction of the Personal Data. You acknowledge and agree that KT may sub-contract the processing of your Personal Data to another Krowdthink Entity, provided that the sub-contracting is in accordance with the provisions of the DPA and this Agreement, and provided also that such Krowdthink Entity will be bound by terms governing its processing equivalent to the terms in this Section 7.
b. In circumstances where you collect, transfer or otherwise process Personal Data to a Krowdthink Entity as a result of accessing and using a Program, you warrant, represent and undertake that: (i) you are a Data Controller in respect of that Personal Data; (ii) the Personal Data has been collected, processed and transferred in accordance with the laws applicable in the jurisdiction(s) in which the Personal Data was collected; (iii) you are permitted by applicable law to collect, transfer and otherwise process the Personal Data in circumstances described herein; (iv) you will provide Krowdthink, when so requested, with copies of relevant data protection laws or references to them (where relevant and not including legal advice) of the country in which you are established; (v) you will respond, within a reasonable time, to enquiries from data subjects and any relevant data protection authority concerning processing of any Personal Data transferred pursuant to this Agreement; and (vi) you will take reasonable steps in accordance with applicable law to notify data subjects that their personal data has been transferred as provided by this Agreement. In case of any doubt, KT is the Data Controller and shall remain the Data Controller of the Personal Data of users of the Krowdthink Service, as per the terms of the Krowdthink Privacy Policy.

8. REPRESENTATIONS. You represent, warrant, and covenant that: (a) you have the right and/or authority to enter into the Agreement; (b) all Materials are free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any Krowdthink Company system data or information; (c) a click on your ad will not cause damage to or interfere with a user’s computer or other device or expropriate any user system data or information, change a user’s settings, or create a series of sequential, stand-alone advertisements (including by pop-up or pop-under window); (d) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to any Program; (e) your Materials, ads (including products and services referenced therein), the website(s) to which the ads link, all emails, newsletters, and other items and technology in connection therewith, any tools or code you use or make available in connection with a Program, and/or any act or omission by you relating to a Program (w) do not and will not violate any applicable law, statute, directive, ordinance, treaty, contract, regulation, the Policies or other Krowdthink Company policies or guidelines (collectively, "Laws"), (x) do not and will not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (y) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, and (z) are not false, deceptive, misleading, defamatory or libelous; (f) except in accordance with rights which cannot be excluded by law, you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Program, or any aspect or portion thereof; (g) you will comply with any trade sanction, and/or import or export regulation that applies to your use of our Programs and obtain all necessary licenses to use, export, re-export, or import our Programs as applicable; and (h) you will not provide access to the Programs, except to Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement.

9. INDEMNIFICATION. You will indemnify, defend, and hold harmless the Krowdthink Entities from all claims, whether actual or alleged (collectively, "Claims"), that arise out of or in connection with (a) your Materials and/or ads, (b) your or Authorized Users’ use of any Program, Krowdthink Company system, or Krowdthink Service, (c) your website or application(s), or (d) your or Authorized Users’ breach of your representations and warranties set forth in the Agreement. You are solely responsible for defending any Claim against a Krowdthink Entity, subject to such Krowdthink Entity’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a Krowdthink Entity. You will not agree to any settlement related to any Claims without such Krowdthink Entity’s prior express written consent regardless of whether or not such settlement releases the applicable Krowdthink Entity from any obligation or liability.

10. WARRANTY DISCLAIMER. The Programs, Krowdthink Service, Krowdthink Network, Krowdthink Code, Krowdthink Confidential Information, and documentation are provided on an "as is" basis, without warranty, representation, condition, guarantee or other term of any kind (including the results of any ad campaign), express, implied, or statutory, or arising out of custom, course of dealing or trade usage, and your use thereof is at your own risk. To the maximum extent permitted by law and except as otherwise expressly provided herein, we disclaim on behalf of ourselves, and all Krowdthink Entities, any and all warranties, representations, conditions, guarantees and other terms, including any warranties of title, merchantability, service quality, noninfringement, quiet enjoyment and fitness for a particular purpose, or that the Krowdthink Service or Krowdthink Network will be uninterrupted or error-free.

11. LIMITATION OF LIABILITY.  Except for (i) confidentiality obligations set forth in Section 6 above, (ii) your indemnification obligations set forth in Section 8 above, (iii) death or personal injury caused by negligence; (iv) fraud or fraudulent misrepresentation or gross negligence, (v) amounts due and payable by you hereunder and (vi) anything that cannot be excluded or limited by applicable law: (a) any liability of the Krowdthink Entities and you in connection with the Agreement, under any cause of action or theory, whether in contract or tort (including negligence), or another non-contractual liability or otherwise, will be strictly limited to the lesser of either the amount already paid by you to us pursuant to the Agreement in the six (6) month period prior to the event giving rise to the claim or two hundred fifty thousand Euro (EUR250,000), or its equivalent in local currency; and (b) in no event will the Krowdthink Entities or you be liable for costs of procurement of substitute products or services, lost profits, loss of data, loss of anticipated savings, loss of business opportunity or for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of, or in connection with, the Agreement. You will not hold a Krowdthink Company responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with the Agreement, including with respect to actions by any third party relating to or in connection with your ads, regardless of the intent of such third party.

12. TERMINATION. At any time, for any or no reason, you or we may terminate the Agreement. At any time, and at our sole discretion, we may update or modify any Program features or functionality, or the Agreement. Subject to applicable law, we may also, at our sole discretion, terminate your participation in any Program or suspend or limit your participation in any Program or part thereof, including suspending or removing your ads. The Krowdthink Entities will have no liability regarding the foregoing decisions. Upon termination of any Program T&Cs or the suspension or discontinuation of any Program or your participation therein, your outstanding payment obligations incurred under such Program will become immediately due and payable. Sections 1, 2, 3 (first, fourth, and ninth sentences only), and 4 through 20 of this MSA, and those provisions specified in any Program T&Cs will survive termination of the Agreement.

13. NOTICES. We may give notices to you by posting on the Krowdthink Service, or by email to the address provided by you. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: Legal Department, Krowdthink Ltd, 10 Forde close, Abbotskerswell, Devon UK TQ12 5NN.

14. CHOICE OF LAW AND VENUE. The terms of the Agreement and any dispute relating thereto or between you and us will be governed by the laws of England, without regard to conflict/choice of law principles. The parties hereby agree that all lawsuits arising out of or related to the Agreement will be brought in the English courts, and each party hereby submits itself to the exclusive personal jurisdiction of such courts for such purpose.

15. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these MSA, any Program T&Cs, or Insertion Order(s) will be binding on us unless expressly agreed to in writing by us. The terms of any specific Program T&Cs govern only that Program, and not any other Program, except as specifically referenced in such Program T&Cs. If there is a conflict between the MSA, any Program T&Cs, and any Insertion Order, the conflict will be resolved according to the following order of precedence: (1) Program T&Cs; (2) MSA; and (3) Insertion Order. Notwithstanding the foregoing, the terms of an Insertion Order may amend the MSA and/or the applicable Program T&Cs only if the amended terms contained in such Insertion Order: (i) apply only to the account(s) listed in the Insertion Order; (ii) apply only to that Insertion Order; (iii) specifically identify the provision(s) of the Program T&Cs or the MSA they amend; and (iv) both you and we sign the Insertion Order. If this MSA or any Program T&Cs are translated into any languages other than English, such translation is provided as a courtesy only, and the English language text will control and take precedence in case of any conflict with the translated text.

16. WAIVER. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect.

17. FORCE MAJEURE. Neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control.

18. RELATIONSHIP. You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we will have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the Krowdthink Companies will be third-party beneficiaries to the Agreement and will be entitled to directly enforce, and rely upon, any provision in the Agreement, which confers a benefit on, or rights in favour of, them.

19. ASSIGNMENT. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 18 will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to our Affiliate(s).

20. OTHER. The Programs are proprietary to us and are protected by applicable national and international intellectual property laws and we retain all rights, title, and interests in and to the Programs, together with all derivative works, modifications, enhancements, and upgrades, but excluding your Materials. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will", "shall", and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. Services and obligations to be performed by us hereunder may be performed by other Krowdthink Companies and/or third-party service providers.

Revised: 7th November 2017


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