SureCritic provides its Services subject to the terms and conditions in this Terms of Service (“Terms" or “Agreement"). When we refer to our “Services" in these Terms, it is meant to include all services provided including our platform services, which includes all of our programs, features, functions and report formats, instructions, code samples, 3rd party integrated features and functionality , on-line help files and technical documentation, our website, account portal, technical support, Add-ons as well as any upgrades or updates to any of these, made generally available by us, and includes any of our SDKs, APIs or software provided to you in connection with your use of our services.
To be eligible to register for SureCritic Services, you must review and accept the terms of this Agreement by clicking on the “I Accept” button or other mechanism provided on the order form or web page. PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND SureCritic. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE SureCritic's SERVICES.
In this Agreement, “we,” “us,” “our” or “SureCritic” will refer to SureCritic, Inc., 900 1st Ave South, Suite 304, Seattle, WA 98134. And, the terms “you,” “your” and “Customer” will refer to you. If you are registering for a SureCritic account or using SureCritic’s services on behalf of an organization, you are agreeing to these terms for that organization and promising SureCritic that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “customer” will refer to that organization). The exception to this is if that organization has a separate contract with SureCritic covering your account and use of our Services, in which case that contract will govern your account and use of SureCritic’s Services.
IMPORTANT NOTE: SureCritic DOESN’T PROVIDE WARRANTIES FOR ITS SERVICES, AND THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, go to Sections 4.
IN ADDITION, DISPUTES ABOUT THESE TERMS OR RELATING TO YOUR SURECRITIC ACCOUNT OR SURECRITIC’S SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. For more details, go to Section 17.
If you have any questions, you can reach the SureCritic team at support@surecritic.com
Purchase Terms I authorize SureCritic, Inc. to debit the credit card account indicated in this web form for the noted amount on the schedule indicated. This payment is for SureCritic products and services and for a minimum term of three (3) months, after which the term is month-to-month. I understand that this is a subscription service for SaaS model software and that cancellations require a 30 day notice, as such. I understand that this authorization will remain in effect until I cancel it in writing or email to support@surecritic.com, and I agree to notify the business in writing of any changes in my account information or termination of this authorization at least 30 days prior to the next billing date. If the above noted payment date falls on a weekend or holiday, I understand that the payment may be executed on the next business day. I certify that I am an authorized user of this credit card and that I will not dispute the payment with my credit card company, so long as the transaction corresponds to the terms indicated in this web form
License and Restrictions. Subject to the provisions of this Agreement, including any payment obligations, SureCritic grants you a limited, non-exclusive, non-transferable right to access the Website and to use the Services. SureCeritic retains all intellectual property rights to its intellectual property and to any materials associated with the purchased product, uploaded or otherwise obtained within the parameters of applicable laws. The Website, Services, and Products involve information, methods and processes that contain valuable proprietary information and trade secrets of SureCritic, As a client of SureCritic, you agree that you will not attempt to scrape or collect information from, to modify, translate, disassemble, create derivative works based on, reverse-assemble, reverse-compile or otherwise reverse-engineer the Website, the Services, the Products or any information obtained therefrom, in whole or in part, or to otherwise use, copy, reproduce or distribute any such information or allow any other entitiy and/or person(s) to do so. The provisions of this section shall survive the termination of this Agreement.
Restrictions of USE. As a client, you agree to the following restrictions for using our products and services
Except as specifically provided in the enrollment form you completed, you agree not to transfer, resell, lease, license or otherwise make available our Services to third parties or offer them on a standalone basis.
You will ensure that our Services are used in accordance with all applicable Law and third party rights, as well as these Terms and Conditions on our website at www.surecritic.com as amended from time to time.
You will ensure that we are entitled to use your Customer Data, including content of communications stored on our systems, as needed to provide our Services and will not use our Services in any manner that violates any applicable law.
For text messasging applications, we reserve the right to reclaim any phone number from your account and return that number to the relevant numbering plan if you do not send sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. If we seek to reclaim a phone number from your account, excluding suspended and trial accounts, we will send you an email at least two (2) weeks' in advance telling you that we are reclaiming the phone number, unless we’re otherwise prevented from doing so by the applicable regulatory agency or governmental organization. We also reserve the right to reclaim phone numbers from accounts suspended for failure to pay and/or suspended for suspected fraud, and to reclaim phone numbers in free trial accounts that are unutilized for more than thirty (30) days.
You acknowledge that we or our thrid party providers of phone numebrs is/are the “customer of record” for all phone numbers provided as part of our Services. As the customer of record, SureCritic and/or its third party provider has certain rights with respect to porting phone numbers. You understand and agree that you may use the phone numbers provided as part of our Services subject to these Terms and until the end of the Terms Period. Unless otherwise required by law, we reserve the right to refuse to allow you to port away any phone number in our sole discretion.
WARRANTIES AND DISCLAIMERS
NO WARRANTY. WITHOUT LIMITING SURECRITICS EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, SURECRITIC HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 4 AND SURECRITIC'S SLA (AND SUPPORT TERMS), SURECRITIC'S SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
BETA SERVICES. FROM TIME TO TIME, THERE MAY BE AN OPPORTUNITY TO PARTICIPATE IN ALPHA OR BETA SERVICES, PRODUCTS, AND FEATURES (“BETA SERVICES”) OFFERED BY SURECRITIC. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, WE ARE PROVIDING THE BETA SERVICES TO YOU “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, SURECRITIC DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
INDEMNIFICATION. You will defend, indemnify and hold SURECRITIC and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the provision of Your Application, including, without limitation, any intellectual property claims relating to the Your Application and any violation by you or your End Users of the terms of Section 6 (Restrictions) (“Claim”). We and our affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section 13 (Indemnification). You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against us in connection with any Claim. You will also be liable to us for any costs and attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section.
GENERAL
Compliance with Laws. Both you and SureCritic will comply with the applicable law relating to each of our respective activities under these Terms, including privacy and data protection laws and applicable rules established and/or enforced by the Federal Communications Commission such at TCPA.
No Waiver. SureCritic’s failure to enforce at any time any provision of these Terms does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by and us to be legally binding.
Assignment. You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Section 16.3, these Terms will be binding on both you and SureCritic and each of our successors and assigns.
Relationship. You and SureCritic are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and SureCritic will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. You and SureCritic will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor SureCritic has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
Unenforceability. Except as described in Section 6 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Notices. Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation of receipt. Notices to SureCritic shall be copied to legal@surecritic.com, Attn: General Counsel.
Entire Agreement. Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by SureCritic, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Governing Law and Venue.The enforceability and interpretation of Section 6 (Agreement to Arbitrate) will be determined the Federal Arbitration Act (including its procedural provisions). Apart from Section 6, these Terms will be governed by and interpreted according to the laws of the State of Washington without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 6 (Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or our Services shall be instituted in either the state or federal courts of Seattle, Washington, and we each consent to the personal jurisdiction of these courts.