These Terms of Service (“Terms”) apply to your access to and use of the websites and other online products and services (collectively, our “Services”) provided by Crayon, Inc. (“Crayon” or “we”). The Services analyze and aggregate publicly available data and other third party information and materials ("Third Party Materials”) about certain companies that you wish to monitor (“Targets”) and provides you and your Authorized Users (as defined below) with strategic insights. “Authorized Users” means individual users authorized by you to use the Services, including accessing your account on the Services, and who you have supplied user identifications and passwords to, which may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any Crayon competitor. By using the Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15, do not access or use our Services.

Please refer to our Privacy Policy (https://www.crayon.co/privacy/) for information about how we collect, use and disclose information about you.

In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products or services provided by Crayon. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product or service.

If you have any questions about these Terms or our Services, please contact us at legalteam@crayon.co or Crayon, Inc., 108 Lincoln Street, Suite BA, Boston, MA 02111.

1. Eligibility

  1. You represent and warrant that you: (a) are at least 18 years old; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party; (d) are not a national or resident of any country to which the United States has embargoed goods or services; (e) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; and (f) have not been placed on the U.S. Commerce Department’s Denied Persons List.
  2. If you are using the Services on behalf of an entity, (a) you represent and warrant that you are authorized to bind such entity to these Terms, (b) such entity agrees to be responsible for you and any other person that accesses the Services on its behalf, including for all Authorized Users’ compliance with these Terms, and (c) wherever used in these Terms, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services.


2. Authorized User Accounts and Account Security

You will need to register for an account or use your credentials (e.g., username and password) from a third-party social media platform to access some or all of our Services. You agree to provide and require your Authorized Users provide accurate account information and promptly update this information if it changes. You will maintain and require your Authorized Users to maintain the security of your and their credentials and promptly notify us if you discover or suspect that someone has used your or their usernames or passwords without authorization. Your and each Authorized Users’ username and password is personal and may not be shared with any third parties. You are responsible for all activities that occur regarding your credentials or otherwise under your account and for the actions and omissions of your Authorized Users with respect to the Services. Your Order (as defined below) will describe how much of the Services you are allowed to use (e.g. the number of Authorized Users and Targets you may have). You will not exceed these restrictions, and if you do, you agree that Crayon has a right to invoice you for such excess usage and to pay any additional fees incurred.

3. User Content

Our Services may allow you and your Authorized Users to create, post, store, send and share content, including messages, comments, text, photos, videos, and other materials (collectively, “User Content”). Your and your Authorized Users’ search history on the Services is also User Content. Except for the license you grant below, you retain all rights in and to your User Content, as between you and Crayon.

You grant Crayon and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name or username provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you, as necessary for Crayon to provide the Services to you. When you post or otherwise share User Content on or through our Services, we will not disclose your User Content to any third parties except (a) as necessary for Crayon to provide, or improve, the Services and only to those third parties that have agreed to comply with substantially similar non-disclosure obligations that we have agreed to, (b) to comply with applicable law or if required by any governmental entity or (c) to enforce our rights under these Terms

You may not to create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above.

You also grant Crayon the right to use your name and logo on our website and in our marketing materials to identify you as a customer of Crayon.

4. Prohibited Conduct and Content

You and your Authorized Users will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your and your Authorized Users’ conduct while accessing or using our Services. You and your Authorized Users will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another Authorized User’s account without authorization from that Authorized User and Crayon;
  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Develop any third-party applications or use any unauthorized third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  • Use any data mining, robots or similar data gathering or extraction methods; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You and your Authorized Users may also only post or otherwise share User Content that you and your Authorized Users have all necessary rights to post or otherwise share. You and your Authorized Users may not create, post, store or share any User Content that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Crayon or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

5. Subscriptions

We offer free versions and paid subscription versions (a “Subscription”) of our Services. You may upgrade to the paid versions of our Services at any time by contacting us at support@crayon.co and executing Crayon’s standard order form (the “Order”).

The length of your Subscription will be as agreed by you and Crayon in an Order (each, a “Subscription Period”). Each Subscription Period will automatically renew on its anniversary date for a subsequent Subscription Period of the same duration and at the then current Subscription Fees (as defined below) unless you elect not to renew the applicable Subscription in accordance with the Terms. You may not cancel the Services during a Subscription Period but you may elect to not renew any of your Subscriptions by sending us an email to support@crayon.co indicating your intent not to renew at least thirty (30) days prior to the end of the then current Subscription Period.

6. Payment

General. If you purchased a Subscription, you will be charged recurring fees for the Services during the Subscription Period (collectively, the “Subscription Fees”). You will pay Crayon the Subscription Fees and other amounts specified in the applicable Order (including any one-time set up fees), which may vary depending on the number of Authorized Users that will have access to the Services and the number of Targets you are monitoring.

Invoices. Crayon will issue you an invoice for Subscription Fees for each Subscription you purchase within fifteen (15) days after the date of your Order. Thereafter, Crayon will issue invoices for the Subscription Fees for each Subscription you purchase within fifteen (15) days after the renewal of the Subscription Period for that Subscription. Invoices for the Subscription Fees will continue to be sent to you unless and until you elect not to renew the Subscription as described in Section 5. You will pay each of Crayon’s invoices within thirty (30) days after your receipt of the invoice by the payment method indicated in your Order. All Subscription Fees are exclusive of taxes and you will pay to Crayon all applicable taxes on the Services that Crayon is legally obligated or allowed to collect from you (other than taxes on Crayon’s income).

Payments. If you are paying by check, you will make all payments to the address for Crayon set forth on the applicable invoice. If you are paying by credit card, you authorize us (or our third party payment processor) to continue to charge your credit card provided in your Order for the Subscription Fees for each Subscription and each Subscription Period. If you are paying by ACH, you authorize us to continue to electronically debit your bank account provided in your Order for the Subscription Fees for each Subscription and each Subscription Period. All Subscription Fees payable under this Agreement are denominated and will be paid in United States Dollars. If you are entitled to any refunds from Crayon, those refunds will be made back to you in the same form that you originally paid Crayon.

Interest. Any Subscription Fees not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable usury law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by Crayon to collect any amount not paid when due, you will pay or reimburse Crayon’s costs of collection (including, without limitation, any attorneys’ fees and court costs). Crayon may accept any check or payment in any amount without prejudice to Crayon’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere will be construed as an accord or satisfaction.

7. Limited License; Copyright and Trademark

Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Crayon Content”) are owned by or licensed to Crayon and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Crayon and our licensors reserve all rights in and to our Services and the Crayon Content. Subject to your and your Authorized Users’ compliance with these Terms, you and your Authorized Users are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Crayon Content for your own internal business use and solely for the purposes of performing monitoring and strategic analysis on your Targets. The license granted by us is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or Crayon Content; (b) copy, reproduce, distribute, publicly perform or publicly display Crayon Content, except as expressly permitted by us or our licensors; (c) modify the Crayon Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Crayon Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Crayon Content other than for their intended purposes. Any use of our Services or Crayon Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

8. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Crayon or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of Crayon. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9. Copyright Complaints

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Crayon’s Designated Agent as follows:

Designated Agent:

Copyright Agent

Address:

Crayon, Inc.

108 Lincoln Street, Suite BA

Boston, MA 02111

 

 

Telephone Number:

857-990-4800

E-Mail Address:

legalteam@crayon.co

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Crayon for certain costs and damages.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Crayon, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Crayon Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to (a) your or your Authorized User’s access to or use of our Services; (b) your User Content or Feedback; (c) your or your Authorized User’s violation of these Terms; (d) your or your Authorized User’s violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your or your Authorized User’s conduct in connection with our Services. You will promptly notify the Crayon Parties of any third party Claims, cooperate with the Crayon Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). The Crayon Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Crayon or the other Crayon Parties.

11. Disclaimers

You acknowledge and agree that your use of the Third Party Materials may be subject to (and you agree to be bound by) any third party terms and conditions that govern such Third Party Materials. You acknowledge that Crayon does not own, create or control the Third Party Materials and that the Third Party Materials delivered to you by the Services may include content that is objectionable to you or your Authorized Users.

Without limiting the foregoing, we do not control, endorse or take responsibility for any User Content or third-party content (including any Third Party Materials) available on or linked to by our Services.

Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Crayon does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Crayon attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

12. Limitation of Liability

Crayon and the other Crayon Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Crayon or the other Crayon Parties have been advised of the possibility of such damages.

The total liability of Crayon and the other Crayon Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.

The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Crayon or the other Crayon Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

13. Release

To the fullest extent permitted by applicable law, you release Crayon and the other Crayon Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. Transfer and Processing Data

By accessing or using our Services, you and your Authorized Users consent to the processing, transfer and storage of information about you and your Authorized Users in and to the United States and other countries, where you and your Authorized Users may not have the same rights and protections as under local law.

15. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Crayon and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Crayon seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Crayon seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Crayon waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Boston, Massachusetts in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Crayon agree that any dispute arising out of or related to these Terms or our Services is personal to you and Crayon and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Crayon agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Crayon agree that for any arbitration you initiate, you will pay the filing fee and Crayon will pay the remaining JAMS fees and costs. For any arbitration initiated by Crayon, Crayon will pay all JAMS fees and costs. You and Crayon agree that the state or federal courts of the State of Massachusetts and the United States sitting in Boston, Massachusetts have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND CRAYON WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 15 by contacting us at legalteam@crayon.co. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 16.

16. Governing Law and Venue

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of Massachusetts, without regard to conflict of law rules or principles (whether of Massachusetts or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Massachusetts and the United States, respectively, sitting in Boston, Massachusetts.

17. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will provide you notice by posting the amended Terms to our Services and updating the “Last Updated” date above. We may also send you additional notice, such as by sending an email notification to the address associated with your account or by providing notice through our Services. Unless we say otherwise in our notice of changes, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

18. Support

You may contact us by phone during our normal business hours at 857-990-4800 or by email at support@crayon.co if you require technical support for the Services.

19. Communications

By entering into this Agreement, you and Crayon have established a business relationship and Crayon may send electronic communications to you, your Authorized Users and other individuals within your organization (e.g., via email or by posting notices to our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) or about new or existing products and services, and are part of your relationship with Crayon. You may opt out of receiving promotional emails at any time by following the unsubscribe instructions provided therein. Any notices, agreements, disclosures or other communications that Crayon to you, your Authorized Users and other individuals within your organization electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

20. Export Compliance

All or part of our Services may be subject to U.S. export control and economic sanctions laws (“Export Controls”). You agree to abide by all Export Controls as they relate to your access and use of our Services.

21. Termination

We reserve the right, without notice and in our sole discretion, to (a) terminate your right to access or use our Services or (b) discontinue, temporarily or permanently, any portion of our Services, although we will use reasonable efforts to notify you of any material change to the Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

22. Severability

If any provision or part of a provision of these Terms is 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.

23. Miscellaneous

These Terms constitute the entire agreement between you and Crayon relating to your access to and use of our Services. The failure of Crayon to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.