The following terms and conditions, together with any terms they expressly incorporate by reference (collectively, "Terms"), govern your access to and use of ________________(the "Website") that refer or link to these terms (the "Terms") (collectively, the "Services"). These Terms are entered into by and between you (“you” or “your”) and Global Roots Inc. ("Recrew," “our”, "we," or "us").Regarding your access to and use of the Services, these Terms represent a binding contract between you, either individually or on behalf of an entity ("you"), and us. By using the Services, you acknowledge that you have read, comprehended, and accepted to be bound by these Terms. You are specifically prohibited from using the Services and must stop using them right away if you disagree with the Terms.Users must be at least 13 years old to utilize the Services. To utilize the Services, any user who is considered a juvenile in the country in which they reside (often under the age of 18) must obtain consent from their parent or legal guardian and be under their direct supervision. Before you use the Services, if you are a minor, your parent or legal guardian must read and accept these Terms.Our collection and use of personal information in connection with your access to and use of the Services is described in our Privacy Policy.DEFINITIONS“Confidential Information” means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.“Recrew Property” means (i) the Services, (ii) the documentation, and (iii) all content and other materials and software supplied by the Recrew in connection with, or used by us in providing, any Services. For the avoidance of doubt, Recrew Property includes any information, data, or other content derived from Recrew’s monitoring of your access to or use of the Services but does not include User Property.“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.“Third Party Product” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.“User” means you and your employees, contractors, or agents authorized by you to access and use our Services pursuant to these Terms. You are responsible for the acts and omissions of your Users and any other person who accesses and uses the Services using any your or any of your Users’ access credentials.“User Property” means (i) the Submission, (ii) the Content, and (iii) any other material or data supplied by you to us, either directly through the Service or indirectly through the integration with any Third Party Product, for processing on your behalf.OUR SERVICESThe information you provide when using the Services is not meant to be distributed to or used by any person or entity in any jurisdiction or country where doing so would violate any laws or regulations or require us to register with the relevant authorities. As a result, individuals who decide to use the Services from other places do so voluntarily and are entirely in charge of adhering to local laws, if and to the extent that local laws are relevant.INTELLECTUAL PROPERTY RIGHTSOur intellectual property. All Intellectual Property Rights related thereto are the exclusive property of the Recrew and its licensors (including other Users who post content to the Services). Except as explicitly provided herein, nothing in this Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Recrew Property. Use of the Recrew Property for any purpose not expressly permitted by this Terms is strictly prohibited.Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.Your Intellectual Property: We claim no ownership rights over User Property. The User Property remains yours. By making Submissions and Contributions you expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Property, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and Recrew’s (and its successors’ and affiliates’) business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. Additionally, for the Term, you grant us a non-exclusive, irrevocable license to use your name, trademarks and logos to identify you as a User. Subject to your compliance with these Terms, Recrew grants you a non-exclusive, non-transferable, revocable license to access the Services; and use the same in compliance with these Terms. You may periodically choose to provide Recrew with feedback, queries, comments, facts, ideas, process descriptions, and other information. This includes sharing user modifications or providing feedback while obtaining support services. With regard to any Services, we are free to use, copy, disclose, license, distribute, and profit from any feedback in any way without any restrictions, obligations, or fees related to intellectual property rights or otherwise. No feedback will be regarded as your confidential information, and this agreement does not restrict Recrew's ability to utilize, develop, assess, or market Products in any way, even if such products incorporate feedback.We reserve all rights not expressly granted to you in and to our Services and Intellectual Property. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.USER REPRESENTATIONSBy using the Services, you represent and warrant that: (1) all registration data you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such data and update it promptly as needed; (3) you are of legal age and agree to abide by these Terms; (4) you are not underage in the jurisdiction in which you live, or if you are, you have obtained parental consent to use the Services; (6) you will not access the Services using automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the Services for any unlawful purposes.If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). ACCOUNTYou will be required to register to use the Services. Your account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. If you open an account on behalf of a Recrew, organization, or other entity, then “you” includes you and that entity. By connecting Recrew with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.You may never use other Users’ accounts without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify us immediately of any breach of security or unauthorized use of your account. You agree to keep your password confidential and will be responsible for all use of your account and password. We will not be liable for any losses caused by any unauthorized use of your account.We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. PURCHASES AND PAYMENTBilling Policies. Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services. The billing and payment policies may be changed from time to time. We may add new services for additional fees and charges, add or amend fees and charges for existing Services, at any time in its sole discretion. Any change to the payment and billing policies shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.No Refunds. You may cancel your account at any time; however, there are no refunds for cancellation. In the event that we suspend or terminate your account or this Legal Term, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your User Account, or for anything else.Automatic Renewal of Subscription Fees. IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED ON YOUR SETTINGS PAGE OR IN WRITING AND SENT TO ____________ AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.Payment Information; Taxes. We accept various payment methods. By using the Services, you agree to be bound by payment gateway’s terms and condition. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.CONFIDENTIALITY From time to time, Recrew and you may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.TERM AND TERMINATIONThese Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.INDEMNIFICATIONYou agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your contributions by you or via your account including without limitation misleading, false, or inaccurate information; (2) you use and access to the Services, including any data or content transmitted or received by you; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of any third party right, including but not limited to intellectual property rights or any right of privacy; or (6) your willful misconduct; or (7) any other party’s access and use of the Services with your unique username, password or other appropriate security codes; (9) your violation of any applicable law, rule or regulation. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. LIMITATIONS OF LIABILITYIN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $10,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
DISCLAIMERTHE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.THIRD-PARTY PRODUCTThe Services may permit access to Third-Party Products. Such Third-Party Products are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Product accessed through the Services or any Third-Party content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Product. Inclusion of, linking to, or permitting the use or installation of any Third-Party Product Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access or to use or install any Third-Party Product, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered by Third-Party Product and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from use or access of any Third-Party Product.MODIFICATIONS AND INTERRUPTIONSWe maintain the right, at our sole discretion and without prior notice, to alter, amend, or remove any portion of the Services. We are not required, therefore, to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.We cannot promise that the Services will always be accessible. Interruptions, delays, or errors may arise from hardware, software, or other issues, or from the necessity for maintenance pertaining to the Services. Without giving you prior notice, we reserve the right to alter, update, revise, suspend, stop, or take other steps to modify the Services. You acknowledge that in the event that the Services are unavailable or are discontinued, we shall not be liable in any way for any loss, harm, or inconvenience you may suffer. Nothing in these Terms shall be interpreted as requiring us to provide any updates, releases, or corrections related to the Services, or to maintain and support them.GOVERNING LAW AND DISPUTE RESOLUTIONThese Terms shall be governed by and defined following the laws of California, USA. Recrew and yourself irrevocably consent that the courts of California shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in San Francisco, California, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Recrew are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Recrew will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.MISCELLANEOUSEntire Agreement. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.Severability. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.Assignment. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. Relationship between the parties. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. CONTACT USIn order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:______________________Version: Date of Publishing: Last Date of Update:
99 Wall Street
#399 New York, NY 10005
Global Roots Inc
99 Wall Street
#399 New York, NY 10005
