1.ACCOUNT REGISTRATION AND ACCESS
To register for the Analysis Service and create an account, you must complete the registration process by providing Crazy Egg with the information prompted by the registration form, including e-mail address (username), password, and billing information. You agree to provide us with complete and accurate information when you register for the Analysis Service, and to keep such information up to date.
You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Analysis Service on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify Crazy Egg immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Analysis Service.
Crazy Egg may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.
2. LICENSE TO CRAZY EGG SOFTWARE
Except as expressly set forth herein, you shall not (A) use, reproduce, modify or create derivative works of the Crazy Egg Script, or (B) transfer, lease, lend, sublicense, use for timesharing, or service bureau purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Crazy Egg Script or the Analysis Service.
3.1 Subscription terms
Crazy Egg offers a range of subscription plans to its Analysis Services, including, without limitation, a "Basic Plan," a "Standard Plan," a "Plus Plan," a "Pro Plan," and "Custom Plans." As an express condition of your use of and access to the Analysis Service, you agree to pay all fees applicable to your subscription plan (your "Plan"), any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Analysis Service. To view the specific details of your Plan, including pricing information and the commencement date of your next renewal period, visit the Crazy Egg Website, login at http://www.crazyegg.com/login and click the "Your Account" page after logging in.
The Analysis Service is priced based on usage, determined by the number of page views (each, a "Visit") of a registered web page for a specified usage period (each, a "Session"). With respect to each such web page, Crazy Egg will not, and will have no obligation to, collect, maintain, provide or analyze any further information relating to your web page, analyze such information in reports or provide information or reports once you (i) reach the maximum number of Visits for your Session, as specified in your Plan; or (ii) reach the maximum amount of usage time for your Session, as specified in your Plan, whichever occurs first.
3.2 Changes in fees
We may, upon any notice required by applicable law, change the fees for the Analysis Service at any time or require new fees or charges. Such changes will be effective immediately upon posting on our Website; provided, however, that such fee changes will be effective only as to prospective Analysis Service orders (including renewals) accepted by Crazy Egg after the effective date of such change. Please be aware that any discounts applicable to previous subscriptions may not apply to renewed subscriptions.
3.3 Payment of fees
Your Plan, which may start with a Free Trial Period (described below), will renew automatically and continue month-to-month or year-to-year (depending on your Plan) unless and until you cancel your Plan or we terminate it, in each case pursuant to the terms of this Agreement (see Section 3.6 ("Account Cancellation") and Section 12 ("Term and Termination")). You must cancel your Plan before it renews in order to avoid fees due under the next billing cycle. To view the specific details of your Plan, including the commencement date of your next renewal period, visit the Crazy Egg Website, login at http://www.crazyegg.com/login and click the "Your Account" page after logging in. We will bill the fees due under your Plan to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.
We reserve the right to deactivate your access to the Analysis Service for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.
3.4 Credit card payments
All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and in your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly notify Crazy Egg if your credit card is lost or stolen, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your username or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
3.5 Payment Terms, Refunds, and Upgrade and Downgrade Terms
- The fees for your Plan are billed in advance, are non-refundable, and automatically renew on a monthly or annual basis, as specified in your Plan. With the exception of the Money Back Trial Period (described below), no refunds or credits will be provided for partial months of the Analysis Service, upgrades/downgrades, or for months unused with an open account.
- If you downgrade your Plan level, your credit card will automatically be charged the new rate beginning with your next billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. Crazy Egg does not accept any liability for such loss.
- If you upgrade your Plan level, your credit card will immediately be charged a pro-rated amount reflecting the increased rate, and you will be charged the full amount of the new rate beginning with your next billing cycle.
- Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
3.6 Account Cancellation
- The only valid method for canceling your Plan is via the cancellation link provided on the "Your Account" page, accessible after logging in to the Crazy Egg Website. Requests to cancel by e-mail or phone are not considered, and do not accomplish, cancellation.
- If you cancel your Plan before the end of your current pre-paid period, you will not be charged again for your Plan beginning with the next billing cycle. If you cancel your Plan, you will lose all access, upon the expiration of your current pre-paid period, to the Analysis Service and any data or information stored in your account (see Section 12 ("Term and Termination") for additional details). If you cancel your Plan during a Free Trial Period or Money Back Trial Period, effective upon such cancellation, you will immediately lose all access to the Analysis Service and any data or information stored in your account.
3.7 Money Back Trial Period
- For subscription plans that do not involve a Free Trial Period (as described below), Crazy Egg may offer, during the registration process, a one-time money back period during which you can try out the Analysis Service for a period of 30 days and request a refund during the specified money back period if you are unsatisfied with the Analysis Service for any reason ("Money Back Trial Period").
- If you participate in a Money Back Trial Period, at the commencement of the Money Back Trial Period your credit card will be charged the full amount due under your Plan, as described above.
- You may cancel your Plan at any time during the Money Back Trial Period by following the steps described in Section 3.6 ("Account Cancellation"), upon which you will automatically receive a refund of all fees charged to your credit card. Upon cancelling your Plan, you will immediately lose all access to the Analysis Service and any data or information stored within your account (see Section 12 ("Term and Termination") for additional details).
- If you fail to cancel your Plan within the Money Back Trial Period, no refund will be available to you and you will thereafter be billed on a month-to-month or year-to-year basis (depending on your Plan) unless and until you cancel your Plan or we terminate it (see Section 3.6 ("Account Cancellation") and Section 12 ("Term and Termination")). You will not receive a notice from Crazy Egg that your Money Back Trial Period is about to end or has ended.
- Crazy Egg reserves the right to modify, cancel and/or limit the Money Back Trial Period offer at any time.
3.8 Free Trial Period
- Crazy Egg may offer, during the registration process, a one-time free trial period during which you can try out the Analysis Service for 30 days from the date you register to use the Analysis Service without pre-paying in advance ("Free Trial Period"). To view the specific details regarding your Free Trial Period, if any, visit the Crazy Egg Website, login at http://www.crazyegg.com/login and click the "Your Account" page after logging in.
- If you participate in a Free Trial Period, you must cancel the Analysis Service by the end of the Free Trial Period to avoid incurring any charges. If you do not cancel the Analysis Service before the Free Trial Period expires, you authorize us to charge your credit card the full cost of your Plan, as described to you during the registration process. Your Plan will then automatically renew and continue month-to-month or year-to-year (depending on your Plan), unless and until you cancel your Plan or we terminate it (see Section 3.6 ("Account Cancellation") and Section 12 ("Term and Termination")). You will not receive a notice from Crazy Egg that your Free Trial Period is about to end or has ended.
- In some instances, the available balance or credit limit on the credit card provided during the registration process may be reduced to reflect the pre-authorization of certain de minimis charges related to your Plan; however, no charges will be made against your credit card unless you do not cancel prior to the end of your Free Trial Period.
- You may cancel your Plan at any time during the Free Trial Period by following the steps described in Section 3.6 ("Account Cancellation"). Upon cancelling your account, you will immediately lose all access to the Analysis Service and any data or information stored within your account (see Section 12 ("Term and Termination") for additional details).
- Crazy Egg reserves the right to modify, cancel and/or limit the Free Trial Period offer at any time.
4.1 License to Client Data
As between the parties, you shall retain ownership of any information, data and statistics that Crazy Egg obtains from your website, such as raw data and log files generated by the Analysis Service.
You hereby grant to Crazy Egg, and you agree to grant to Crazy Egg, a royalty-free, non-exclusive, irrevocable, limited right and license to access your registered web page(s) and to collect any information concerning users' actions or activities on your web page(s), any information sent to you by users' web browsers concerning users' activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or any data or other information you provide to Crazy Egg (collectively "Client Data") for (i) providing you with reports and other functions related to the Analysis Service; (ii) analyzing and improving the Analysis Service; and/or (iii) compiling aggregate data derived from your use of the Analysis Service to compile statistics, metrics, insights and general trend data about the Analysis Service for, among other things, marketing and promotional purposes.
You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Crazy Egg on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
4.2 License to Material Which You Post
By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments or other material ("Material") to the Website, you hereby grant Crazy Egg an irrevocable, perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform or publicly display all or any portion of the Material on our Services. You further represent and warrant that you own all rights to such Material and that this license does not infringe the rights of any third party or violate any applicable law or regulation.
As used in this Section 5, "Personally Identifiable Information" refers to information that can be used to personally identify an individual, such as name, address and phone number.
5.1 Cookies Used by the Crazy Egg Script on Visitors To Your Website
The Crazy Egg Script may store a cookie on computers used by those who visit your website ("Visitors"). This cookie contains a cookie value that allows Crazy Egg to detect if the Visitor is a returning Visitor or a first-time Visitor. No Personally Identifiable Information relating to the Visitor or details about your website's content or statistics are stored within the cookie.
5.2 Your Obligations With Respect to Personally Identifiable Information
Your Crazy Egg account is protected by a username and password, and should be accessed only by you or authorized third parties. For maximum protection, you should protect against unauthorized access to your username and password and remember to log off when using any shared computer or device. Crazy Egg has implemented reasonable security mechanisms to protect your information and Client Data from loss, misuse and unauthorized access, disclosure, alteration and destruction. Examples of these security mechanisms include limited access, firewalls and SSL encryption to protect transmission of data. However, please keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access Client Data, information you provide to Crazy Egg, information we compile on your behalf, and/or information that we collect about you. Crazy Egg cannot guarantee the security of such information and is not responsible for unauthorized access to client accounts.
5.4 Crazy Egg Limits Access to Your Information
Crazy Egg will not knowingly permit access to, or otherwise divulge to a third party, the statistical information we compile for you except for the express purpose of generating reports which have been authorized by or approved by you, or unless acting under a good faith belief that such action is necessary to (i) conform to legal requirements or comply with legal process; (ii) protect and defend the rights or property of Crazy Egg; (iii) enforce our agreements with clients and/or Visitors; (iv) troubleshoot problems with the Services; or (v) generate aggregate reports as set forth below.
5.5 Aggregate Reports
Crazy Egg reserves the right to aggregate certain broad categories of data (such as internet browser usage and screen resolution) across some or all of the websites using Crazy Egg for the purposes set forth in Section 4 ("License to Client Data") and/or to compile reports regarding general web usage or trends, which may be provided to third parties. This information will be presented only in aggregate form, and in no event will we compile specific site data that identifies clients or clients' Visitors without client permission.
5.6 Analysis Services Not Available for Websites Directed To Children
You may not use the Analysis Services in connection with any website labeled or described as a "Kid's" or "Children's" website or any website directed at individuals under the age of 13.
6. PROPRIETARY RIGHTS; RESTRICTIONS ON USE
6.1 Content on the Website
Any opinions expressed by the contributors, authors and moderators who post content to the Website are the personal opinions of the authors, not of Crazy Egg, whether or not the authors are employees or contractors of Crazy Egg. The Website and all materials published and/or distributed on or through the Website (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) are provided for informational and entertainment purposes only and are not meant to be an endorsement or representation by Crazy Egg or any other party.
Except for the limited licenses expressly granted herein, Crazy Egg expressly reserves all right, title and interest in and to the Crazy Egg Script, content on the Crazy Egg Website, and all processing, analytics, and other software and technology used by Crazy Egg in the analysis of your website and/or the provision of the Analysis Service ("Crazy Egg Technology"), including, without limitation, any derivatives, improvements, enhancements or extensions of the Crazy Egg Technology conceived, reduced to practice or otherwise developed on or on behalf of Crazy Egg, all of which are valuable assets of Crazy Egg, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.
6.3 Restrictions on Use
You shall not (i) use, or allow the use of, the Services or any Crazy Egg Technology, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Crazy Egg or inconsistent with Crazy Egg's standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Services or Crazy Egg Technology, or attempt to access data of any other customer of Crazy Egg; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Crazy Egg; (v) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Services; (vi) use the Services, or any Crazy Egg Technology, for academic research or research unrelated to your Visitors or the web page(s) registered for use with the Services, contemplated litigation, scholarship, or any other unintended purpose; (vii) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program; (viii) post or transmit any message, data, image or program that would violate any property rights of others; (ix) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or (x) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others.
6.4 Crazy Egg's Exclusive Right to Manage Material
You acknowledge that any Material you post, upload, or submit to the Website may be edited, removed, deleted, modified, published, transmitted, and displayed by Crazy Egg in its sole discretion and without your permission and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any Material from the Website at any time, for any reason or for no reason at all. Crazy Egg reserves the right to treat Material as content stored at the direction of users for which Crazy Egg will not exercise control except to block or remove content that comes to Crazy Egg's attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Crazy Egg, or to enforce the rights of third parties or the content restrictions set forth in this Agreement when notice of their violation comes to Crazy Egg's attention. However, Crazy Egg shall not be responsible for controlling or editing any Material and Crazy Egg cannot ensure prompt removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Material.
You agree to indemnify, hold harmless and (if requested by Crazy Egg) defend Crazy Egg, at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against Crazy Egg or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by Crazy Egg or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Services, or (iii) your unauthorized use of the Crazy Egg Script. In such instances, Crazy Egg will provide you with electronic and written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to Crazy Egg within 30 days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. Crazy Egg reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
You represent and warrant to Crazy Egg that you (i) own all right, title and interest in and to the URLs of your website; (ii) own or have obtained all rights necessary to publish all of the content published on or through your website and the user interface of your website; and (iii) have obtained all necessary consent(s) from Visitors required to enable the Services.
In addition, you grant Crazy Egg the right to access Client Data for the purposes of (A) providing you with reports and other functions related to the Services; (B) analyzing and improving the Services; and/or (C) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, marketing and promotional purposes.
The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Crazy Egg and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.
The Services may contain links to third party websites ("Third Party Websites"). Access to Third Party Websites is at your own risk and Crazy Egg is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites. The Third Party Websites are not under the control of Crazy Egg and as such, Crazy Egg is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. Crazy Egg provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.
Crazy Egg does not represent or warrant that (1) the Services will be error-free or accessible at particular times, (2) defects will be corrected, (3) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (4) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that Crazy Egg shall not be responsible for unauthorized access to or alteration of your data.
THE SERVICES, THE CRAZY EGG SCRIPT AND ANY REPORTS DERIVED THEREFROM ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY CRAZY EGG EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE CRAZY EGG SCRIPT, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. CRAZY EGG DOES NOT WARRANT THAT THE SERVICES, THE CRAZY EGG SCRIPT OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE ANALYSIS SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.
9. SERVICES FAILURES
Crazy Egg does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of your equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond Crazy Egg's control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Crazy Egg or your servers are located or co-located.
10. LIMITATIONS OF LIABILITY
CRAZY EGG WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF CRAZY EGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL
CRAZY EGG'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID TO CRAZY EGG FOR USE OF THE SERVICES.
11. U.S. GOVERNMENT RIGHTS
If the use of the Analysis Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. Â§ 227.7202-4 (for Department of Defense ("DOD") acquisitions) and 48 C.F.R. § 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in Crazy Egg Technology, including its rights to use, modify, reproduce, release, perform, display or disclose Crazy Egg Technology, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
12. TERM AND TERMINATION
12.1 In General
Crazy Egg may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason.
12.2 Termination of Analysis Services
Either party may terminate the Analysis Services at any time and for any reason. To terminate your use of the Analysis Service, please follow the steps described in Section 3.6 ("Account Cancellation"). Requests to cancel by e-mail or phone are not considered, and do not accomplish, cancellation.
Upon any termination of the Analysis Services (i) Crazy Egg will cease providing the Analysis Service; (ii) you will delete all copies of the Crazy Egg Script from your web page(s); (iii) any outstanding balance payable by you to Crazy Egg will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (iv) you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your historical report data will no longer be available to you through Crazy Egg.
In addition, upon expiration of any Session with respect to a web page, you shall delete all copies of the Crazy Egg Script from such web page. You understand and acknowledge that, unless and until the Crazy Egg Script is deleted from a web page, the Crazy Egg Script may continue to track information on such web page on an automated basis.
13. MODIFICATIONS TO THIS AGREEMENT AND OTHER POLICIES
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (i) by obtaining our written consent in a notarized agreement signed by an officer of Crazy Egg; or (ii) as set forth below in the immediately following paragraph.
You agree that Crazy Egg may modify the terms of this Agreement or any policy governing the Services from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by posting a notice on the Crazy Egg Website for 30 days following any revisions or modifications to this Agreement and/or by posting a notice on the Crazy Egg Website the first time that you visit the Website following such revisions or modifications. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after the passage of 30 days from the time the revised terms and conditions are first posted on the Website. We assume no responsibility for your failure to actually receive notice. You are responsible for regularly reviewing the Website for revisions to this Agreement.
You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity.
15. ARBITRATION AND CLASS ACTION WAIVER
a) EXCEPT WHERE PROHIBITED BY LAW, YOU AND CRAZY EGG UNDERSTAND AND AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND CRAZY EGG, ITS PARENTS, AFFILIATES, SUBSIDIARIES OR RELATED COMPANIES (INCLUDING DISPUTES AGAINST ANY AGENT, EMPLOYEE, SUBSIDIARY, AFFILIATE, PREDECESSOR IN INTEREST, SUCCESSOR, OR ASSIGN OF THE OTHER) RELATING TO THE SITE, THE INFORMATION AND MATERIALS PUBLISHED BY CRAZY EGG ON OR THROUGH THE SITE, ANY TRANSACTION OR RELATIONSHIP BETWEEN US RESULTING FROM YOUR USE OF THE SITE, COMMUNICATIONS BETWEEN US, AND YOUR USE OF OUR SERVICES, INCLUDING, WITHOUT LIMITATION, TORT AND CONTRACT CLAIMS, CLAIMS BASED UPON ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, ORDER, ORDINANCE OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY A CALIFORNIA STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT ("FAA").
The following procedures shall apply:
i) Any party that intends to make a claim shall first notify the opposing party in writing of such intention and shall describe in such notice, with reasonable particularity, the nature and basis of such claim, and the total amount of the claim. Within thirty (30) days of receipt of such notice, the party receiving notice of a claim shall provide a written response which, with reasonable particularity, sets forth its position concerning the claim. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within the thirty (30)-day period following the written response, either of them may initiate binding arbitration pursuant to the terms and conditions set forth herein.
ii) In the event a party elects to proceed with binding arbitration, it shall provide written notice thereof to the other party by registered or certified mail. The arbitration shall be conducted by the American Arbitration Association ("AAA"), and shall be conducted using the then current Commercial Arbitration Rules of the AAA (except as varied by this agreement). The arbitration shall take place in Los Angeles County, California, but may proceed telephonically in the event the total amount of the claim does not exceed $10,000 U.S. dollars (if the claimant so chooses).
iii) Payment of all filing, administration, and arbitrator fees will be governed by AAA's rules.
iv) If for any reason the AAA is unavailable, the parties shall select JAMS.
BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL. In arbitration, a dispute is resolved by a neutral arbitrator or panel of arbitrators, rather than by a judge or jury. Arbitration is more informal than a court trial; however, an arbitrator can award the same relief that a court can award.
Separate and apart from the agreement to arbitrate set forth above, the parties hereby independently waive any right to bring or participate in any class action in any way related to, or arising from, this agreement. You acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties' agreement to arbitrate shall be null and void. YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT, WHICH CONTAINS THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST CRAZY EGG, ITS AGENTS, OFFICERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND/OR ASSIGNS IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU DO NOT AGREE TO THIS ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, YOU MUST TELL US IN WRITING AND NOT USE OUR SITE OR SERVICES.
16. MISCELLANEOUS; APPLICABLE LAW AND VENUE
Crazy Egg shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
This Agreement (including any amendment thereto) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
16.3 Choice of Law and Forum
This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Except to the extent that arbitration is required in accordance with Section 15.3 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Los Angeles County, California. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Crazy Egg Script and Crazy Egg Technology are controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.
Crazy Egg may deliver notice to you under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to your Crazy Egg account or by written communication delivered by first class U.S. mail to your address on record.
Any notices to Crazy Egg must be sent to:
Crazy Egg, Inc.
16220 E. Ridgeview Lane
La Mirada, CA 90638
via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default.
16.5 Transfer of Rights
You may not assign or otherwise transfer any of your rights hereunder without Crazy Egg's prior written consent, and any such attempt is void. The relationship between Crazy Egg and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.
17.SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the Services.