Subscription Service Agreement

Last Revised March 10, 2025

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE, CLICKING AGREE, AGREEING TO AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This agreement is between Crunchtime Information Systems, Inc., a Delaware corporation (Crunchtime), and the Customer agreeing to these terms (Customer).

 

1. SOFTWARE SERVICE.

This agreement provides Customer access to and usage of an Internet-based software service, including, without limitation, its features, functions, algorithms, user interface, and underlying software, as specified on an order (Service). Implementation services (Implementation Services) may also be provided by Crunchtime if specified under an order.

 

2. USE OF SERVICE.

1. Customer Owned Data. All data uploaded by Customer to the Service remains the property of Customer, as between Crunchtime and Customer (Customer Data). Customer grants Crunchtime the right to use the Customer Data solely for purposes of performing under this agreement, which includes without limitation, the right for Crunchtime to enhance the Service and other offerings. During the term of this agreement, Customer may export its Customer Data as allowed by functionality within the Service.
   
   
2. Access and Usage. Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
   
   
3. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its users, its device and equipment security, and the legality and accuracy of Customer Data; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Crunchtime promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the online knowledgebase located at https://crunchtime.zendesk.com/hc/en-us and applicable law.
   
   
4. Crunchtime Support. Crunchtime must provide Customer support for the Service under the terms of Crunchtime's Customer Support Policy (Support), which is located at https://www.crunchtime.com/support-policy.

 

3. DISCLAIMERS.

THE SERVICE IS PROVIDED ‘AS IS' WITHOUT WARRANTY. CRUNCHTIME DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CRUNCHTIME TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CRUNCHTIME DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CRUNCHTIME IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE ISSUES. 

CRUNCHTIME DISCLAIMS ALL LIABILITY FOR CUSTOMER’S APPLICATION OF THE RESULTS DATA FROM THE SERVICE. CUSTOMER AGREES TO USE ITS BEST JUDGEMENT IN (I) REVIEWING AND ASSESSING THE ACCURACY OF THE RESULTS DATA, (II) QUESTIONING AND REJECTING ANY RESULTS DATA THAT APPEARS SUSPECT, AND (III) NOTIFYING CRUNCHTIME OF ANY SUCH SUSPECT RESULTS DATA. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. 

LEGAL DISCLAIMER. CUSTOMER UNDERSTANDS AND AGREES THAT CRUNCHTIME DOES NOT PROVIDE LEGAL OR OTHER PROFESSIONAL ADVICE AND CRUNCHTIME IS NOT A LAW FIRM.  CUSTOMER SHOULD CONSULT WITH AN ATTORNEY FOR LEGAL ADVICE WITH RESPECT TO LABOR AND EMPLOYMENT LAWS, AND ANY OTHER LAWS OR REGULATIONS FOR WHICH CUSTOMER USES THE SERVICE TO HELP IT COMPLY WITH. 

 

4. PAYMENT.

Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If Crunchtime has the legal obligation to pay or collect taxes for which Customer is responsible under this section, Crunchtime will invoice Customer and Customer will pay that amount unless Customer provides Crunchtime with a valid tax exemption certificate authorized by the appropriate taxing authority. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

 

5. MUTUAL CONFIDENTIALITY.

1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Crunchtime's Confidential Information includes, without limitation, the Service, pricing information, and the Software and Documentation (defined below). Customer's Confidential Information includes, without limitation, the Customer Data.
   
   
2. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care)to (i) not use any Confidential Information of the Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.
   
   
3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
   
   
4. Data Security Measures.
   1. Security Measures. Crunchtime: (A) implements and maintains all reasonable security measures appropriate to the nature of the Customer Data including, without limitation, technical, physical, administrative, and organizational controls designed to maintain the confidentiality, security, and integrity of the Customer Data; (B) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (C) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below), and (D) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of the Customer Data  that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of any safeguards in place to control these risks (collectively, Security Measures).
      
      
   2. Notice of Data Breach. If Crunchtime becomes aware that Customer Data was accessed or disclosed, in breach of this agreement, Crunchtime will so notify Customer without undue delay, immediately act to eliminate the breach and preserve forensic evidence, and provide available information to Customer regarding the nature and scope of the data breach. 

 

6. PROPERTY.

1. Reservation of Rights. Crunchtime and its licensors are the sole owners of Service and the Software and Documentation, and all right, title, and interest in and to the Service and the Software and Documentation, including all associated intellectual property rights, remain only with Crunchtime. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Software and Documentation. Crunchtime reserves all rights unless expressly granted in this agreement.
   
   
2. Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service or the Software and Documentation; or (vi) access the Service or use the Software and Documentation to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
   
   
3. Software and Documentation. All software provided by Crunchtime as part of the Service, including the Mobile Application as defined below, and the Service documentation, sample data, marketing materials, training materials, and other materials provided through the Service or by Crunchtime (Software and Documentation) are licensed to Customer as follows: Crunchtime grants Customer a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software in accordance with the Documentation, solely in connection with the Service.
   
   
4. Mobile Application. Crunchtime makes available software to access the Service via a mobile device (Mobile Application). To use the Mobile Application, Customer must have a mobile device that is compatible with the Service. Crunchtime does not warrant that the Service will be compatible with Customer’s mobile device. Customer may use mobile data in connection with the Service and may incur additional charges from Customer’s wireless provider for these services. Customer agrees that it is solely responsible for any such charges. Customer acknowledges that Crunchtime may, from time to time, issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that Customer is using on its mobile device. Customer consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades. Each user of the Mobile Application must agree to the terms of the End User License Agreement provided as part of the download of the Mobile Application, and Customer is responsible for each user’s use of the Mobile Application.
   
   
5. API. Crunchtime may provide access to its application-programming interface (API) as part of the Service, as further set forth in the order. Subject to the other terms of this agreement, Crunchtime grants Customer a non-exclusive, nontransferable, terminable license to interact only with the Service as allowed by the API.
   
   - Customer may not use the API in a manner--as reasonably determined by Crunchtime--that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API. If any of these occur, Crunchtime can suspend or terminate Customer’s access to the API on a temporary or permanent basis.
   
   - Crunchtime may change or remove existing endpoints or fields in API the upon at least 30 days notice to Customer, but Crunchtime will use commercially reasonable efforts to support the previous version of the API for at least 6 months. Crunchtime may add new endpoints or fields in the API  without prior notice to Customer.
   
   - The API is provided on an AS IS basis. Crunchtime has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.
   
   
6. Statistical Information. Crunchtime may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify Customer Data, and there is no means to re-identify Customer Data. Crunchtime retains all intellectual property rights in such information.

 

7. TERM AND TERMINATION.

1. Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(c).
   
2. Term of Orders. Unless otherwise stated in an order, (i) orders and all subscriptions under them will automatically renew for additional one-year periods unless a party notifies the other of non-renewal 30 or more days before the renewal date, (ii) an automatically renewing order will remain unchanged from the prior term except for any pricing increase of which Crunchtime has notified Customer 30 or more days before the renewal date, and (iii) upon automatic renewal, the per-unit pricing for any Service will not increase by more than the US CPI Index All Items (CPI-U) plus 1.0% over that in the prior term, unless the prior pricing was clearly designated in the order as promotional or one-time.
   
   
3. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
   
   
4. Return of Customer Data.
   1. Within 60 days after termination, upon request Crunchtime will make the Service available for Customer to export Customer Data as provided in Section 2(a).
   2. After such 60-day period, Crunchtime has no obligation to maintain the Customer Data and may destroy it.
      
      
5. Effect of Termination. Upon termination of this agreement for any reason, Customer must pay Crunchtime for any unpaid amounts and destroy or return all property of Crunchtime. Upon Crunchtime's request, Customer will confirm in writing its compliance with this destruction or return requirement.
   
   
6. Suspension for Violations of Law. Crunchtime may temporarily suspend the Service and/or remove the applicable Customer Data if it in good faith believes that, as part of using the Service, Customer has violated a law. Crunchtime will attempt to contact Customer in advance.
   
   
7. Suspension for Non-Payment. Crunchtime may temporarily suspend the Service if Customer is more than 30 days late on any payment due pursuant to an order.

 

8. LIABILITY LIMIT.

1. EXCLUSION OF INDIRECT DAMAGES. CRUNCHTIME IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.
   
   
2. TOTAL LIMIT ON LIABILITY. EXCEPT FOR CRUNCHTIME'S INDEMNITY OBLIGATIONS, CRUNCHTIME'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

 

9. INDEMNIFICATION.

1. Crunchtime will defend or settle any third-party claim against Customer to the extent that such claim alleges that Crunchtime technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies Crunchtime of the claim in writing, cooperates with Crunchtime in the defense, and allows Crunchtime to solely control the defense or settlement of the claim. Costs. Crunchtime will pay infringement claim defense costs it incurs in defending Customer, Crunchtime-negotiated settlement amounts, and court-awarded damages. Process. If such a claim appears likely, then Crunchtime may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Crunchtime determines that none of these are reasonably available, then Crunchtime may terminate the Service and refund any prepaid and unused fees. Exclusions. Crunchtime has no obligation for any claim arising from: Crunchtime's compliance with Customer's specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Data; or technology or aspects not provided by Crunchtime. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND CRUNCHTIME'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
   
   
2. If a third party claims against Crunchtime that any part of the Customer Data is unlawfully or unauthorizedly provided to Crunchtime; or infringes or violates a third party's patent, copyright, or other right, Customer will defend Crunchtime against that claim at Customer's expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that Crunchtime promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.

 

10. GOVERNING LAW AND FORUM.

This agreement is governed by the laws of the Commonwealth of Massachusetts (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts of Suffolk County, Massachusetts, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

 

11. OTHER TERMS.

1. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No waiver of any term of this agreement is effective unless both parties sign it. This agreement may only be modified through an online process provided by Crunchtime.
   
   
2. No Assignment. Neither party may assign or transfer this agreement to a third party, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
   
   
3. Export Compliance. The Service, Software and Documentation, and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions.  Each party represents that it is not named on any U.S. government denied-party list.  Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.
   
   
4. Reasonable Data Storage. Crunchtime may provide Customer the ability to store data collected through the Service on Crunchtime’s servers.  If Crunchtime determines, in its sole discretion, that Customer is storing an unreasonably large amount of data (for example, an unreasonable amount of media files or historical data storage) then Crunchtime may, upon prior written notice to Customer, impose additional charges or take other steps to mitigate this burden.
   
   
5. Third Party Service.  The Service interoperates with third party services (Third Party Service), and it depends on continuing availability of and access to each Third Party Service, including application programming interfaces, for full functionality of the Service.
   
   
6. Non-Solicitation. During the term of this agreement, Customer will not solicit any employee or contractor of Crunchtime to leave the employ of Crunchtime.
   
   
7. Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party.
   
   
8. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including, but not limited to, natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.
   
   
9. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
   
   
10. No Additional Terms. Crunchtime rejects additional or conflicting terms of a Customer's form-purchasing document.
    
    
11. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
    
    
12. Survival of Terms.  All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.
    
    
13. Trademarks and Logos.  Subject to Crunchtime’s compliance with any logo or trademark usage guidelines or other usage instructions provided by Subscriber, Crunchtime may use Customer’s logos and trademarks solely for Crunchtime’s marketing purposes.  Subscriber may revoke this authorization at any time.
    
    
14. Feedback. If Customer provides feedback or suggestions about the Service, then Crunchtime (and those it allows to use its technology) may use such information without obligation to Customer.
    
    

Last Revised 10.03.2025