Nucrew - Find Your Crew!

Website Terms of Use

This Website Terms of Use ("Agreement") governs your ("you", "your" or "user") use of the website www.nucrew.com (the "Site"), offered by Nucrew, LLC its licensees and assignees ("Nucrew", "Company", "us", "we" or "our"). The services provided by Nucrew, the Site and mobile applications are hereinafter collectively refererred to as the "Nucrew Platform" or "Services."

Company reserves the right to revise this Agreement in its sole discretion at any time and without prior notice to you other than by posting the revised Agreement on the Site. Any revisions to the Agreement are effective upon posting. The Agreement will be identified as of the most recent date of revision. It is incumbent upon you to visit this page periodically to ensure your continued acceptance of this Agreement. Your continued use of the Site or services, after a revised version of this Agreement has been posted by Company to the Site constitutes your binding acceptance of such revision and the revised Agreement. Notwithstanding the preceding sentences of this paragraph, no revisions to this Agreement will apply to any dispute between you and Company that arose prior to the date of such revision.

BY ENTERING THE SITE OR PURCHASING ANY PRODUCT OR SERVICE YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS SET FORTH BELOW, YOU MAY NOT USE THIS SITE.

1. USE OF SITE AND SERVICES.
Company will only knowingly provide the Services to parties that can lawfully enter into and form contracts under applicable law. You must comply with all of the terms and conditions of this Agreement, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Services and the Site. Company and its licensors solely and exclusively owns all intellectual property and other right, title and interest in and to the Services and Site, except as expressly provided for in this Agreement. You will not acquire any right, title or interest therein under this Agreement or otherwise. Company grants you a limited revocable license to access and use the Site and the Services for its intended purposes, subject to your compliance with this Agreement. This license does not include the right to collect or use information contained on the Site for purposes prohibited by Company; create derivative works based on the Site, Services, or any third party content available via the Site (which must be agreed to in a separate agreement); or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach this Agreement, Company may revoke the license granted to you. This Section does not pertain to your intellectual property rights. Any rights relating to materials that you upload to the Site are covered by a separate agreement. Company may use third parties to provide certain services accessible through the Site. Company does not control those third parties or their services, and you agree that Company will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as this Agreement when you use these services. If any such terms or policies conflict with this Agreement, agreements or policies, you must comply with this Agreement, agreements or policies, as applicable.

2. NUCREW SERVICES AND PLATFORM.
a.) Connecting Users. Nucrew provides a web-based communications platform which enables Clients and Crews to connect. "Client(s)" are individuals or businesses seeking to obtain services related to content creation from Crews (all such services, collectively, the "Work Product"). "Crew(s)" are individuals or business seeking to create Work Product for Clients. Clients and Crews are together referred to as "Users." Clients are the clients of Crews, and when the Users agree to the terms set forth between the Users, they form a "Users’ Service Agreement" between the two as set forth in further detail in Section 3 of this Agreement.

COMPANY DOES NOT CREATE WORK PRODUCT AND DOES NOT EMPLOY INDIVIDUALS TO CREATE WORK PRODUCT. COMPANY DOES NOT SUPERVISE, DIRECT OR CONTROL A CREW’S WORK OR THE WORK PRODUCT IN ANY MANNER, WHICH CREW HEREBY ACKNOWLEDGES.

The Site only enables connections between Users for the fulfillment of obtaining and providing services related to the Work Product. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Work Product, Crews, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Work Product requested and other services provided by Users identified through the Site whether in public, private, or offline interactions.

b.) User Vetting. Use of the Nucrew Plaform may require Users to undergo an extensive vetting process, including but not limited to a verification of identity, comprehensive criminal background checks, and using third party services as appropriate. Users hereby give consent to Company to conduct background checks as often as required in compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act.

Notwithstanding Company background checks of Users, Company does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Nucrew Platform.

Users should exercise caution and common sense to protect your personal safety and property when interacting with other Users. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE NUCREW PLATFORM AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE NUCREW PLATFORM.

3. CONTRACT BETWEEN CLIENTS AND CREW.
a.) Users’ Service Agreement. You acknowledge and agree that the Users’ Service Agreement is formed when you agree on the terms of a Work Product with another User. The terms of the Users’ Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the Nucrew Platform, and any other contractual terms accepted by both the Client and the Crew to the extent such terms do not conflict with the terms in this Section 3 and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Users’ Service Agreement and the formation of a Users’ Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Crew.

Where approved in advance by the Client, the Crew is not obligated to personally create the Work Product. Before any Work Product services are performed by any assistants, helpers, subcontractors or other personnel engaged by the Crew, the Crew shall require any such individuals to either become registered Crew on the Nucrew Platform pursuant to Company policies as described on the Nucrew Platform or enter agreements with Crew obligating them to comply with Company policies. The Crew assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the Crew and all persons engaged by the Crew in the performance of the Crew’s services.

The Client shall pay for completed Work Product through the Company’s payment service provider ("PSP") as indicated on the Nucrew Platform at the rates agreed to in the engagement terms. Each party agrees to comply with the requisite standard industry rules and regulations during the engagement, performance and completion of a Work Product. Both parties agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceeding between the parties.

b.) Independent Contractor Agreement. Users’ acceptance of the Users’ Service Agreement (in this subsection, also referred to as "Agreement") constitutes acceptance that Crew is acting as an independent contractor to Client and all Work Product is wholly owned by Client. Specifically, in consideration of the mutual benefits and other good and valuable consideration, the receipt of which is acknowledged, Client and Crew agree to the following terms:

i) Services. Crew shall make sure Services are of a commercially acceptable quality and in accordance with any applicable laws and obtain express written consent from Client prior to engaging in any work or services that are not specified herein.

ii) Termination. Client may terminate this Agreement at any time, with or without cause, with ten (10) days prior written notice to Crew. If Client’s termination is without cause, payment to Crew shall be prorated in accordance with the Services Crew has completed up until the termination, subject to Client’s reasonable approval.

Crew may terminate this Agreement upon thirty (30) days written notice to Client. If Crew terminates this Agreement with less than thirty (30) days notice, Crew will forfeit any unpaid balances of the Payment and may be held liable for any damages sustained by Client due to Crew’s termination.

In the event of termination or expiration of this Agreement, (a) Crew shall return all equipment, documents, or materials, including copies thereof, to Client which Crew received or is in Crew’s possession or control for the purposes of this Agreement; (b) Crew shall irretrievably delete any information related to the business of Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of Client; and (c) the terms in this Agreement that by their nature should survive expiration or termination of this Agreement, shall survive including but not limited to the parties obligations with respect to confidential information, ownership, indemnification and limitation of liability. Failure to return any such material or assets to Client will result in monetary penalties assessed against Crew.

iii) Independent Contractor. The Parties agree that Crew is acting as an independent contractor in performing its Services pursuant to this Agreement. Accordingly, Crew agrees that it: (a) is not an employee, partner, director, officer, or agent of Client and has no authority to commit, act for or on behalf of Client, or bind Client to or under any obligation or liability; (b) shall not receive any additional benefits aside from the Payment in respect to Crew's Services; (c) will determine the method, details, and means of performing the Services, which will be performed in accordance with all requirements of applicable law and generally accepted practices and principles of its trade; (d) is solely responsible for any expenses incurred by Crew under the terms of this Agreement; (e) will supply all equipment and instrumentalities required to perform the Services under this Agreement; (f) will maintain all licenses required by law for the performances of any Services under this Agreement; (g) agrees and acknowledges that Crew is solely responsible for the payment of any federal, state or international tax obligations, or taxes imposed by any federal government, the Federal Insurance Contributions Act (FICA), federal and state unemployment insurance contributions and State Disability Insurance premiums from Crew's fees hereunder.; and (h) is responsible for its own worker's compensation, comprehensive liability insurance coverage, and any other insurance coverage required by it.

iv) Intellectual Property.
(a) "Works Made For Hire". Crew hereby agrees that except for any intellectual property Crew owns independent of its relationship with Client or Client’s clients, all work product and intellectual property created during the performance of its Services, including but not limited to developments, designs, inventions, improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information made or conceived by Crew, either solely or jointly with others and either on or off the premises of Client, relating to any actual or planned product, service or activity performed by or on behalf of Client of which Crew has knowledge of or is suggested by or results from any work performed by Crew for or on behalf of Client (a "Development") shall be considered to be "work made for hire" under the U.S. Copyright Act, 17 U.S.C. §§ 101 – 1332, and shall be owned exclusively by Client. In the event that any such Development, or portion thereof, is not construed to be a work made for hire, Crew hereby assigns to Client, and will in the future, all right, title and interest in such Development or any portion thereof.

(b) Rights of Client. The foregoing assignment of any such Development shall include rights in any and all media now known or hereinafter developed, including but not limited to worldwide copyright rights, Client’s right to exploit the Development throughout the universe, in perpetuity, in all configurations as Client determines, and all causes of actions, including any for infringement, known or unknown, which accrued or will accrue, from conception or creation of each such Development. Without limiting the foregoing, Client will have the sole and exclusive right to reproduce, publish, display, publicly perform sell and otherwise exploit the Developments, or to refrain therefrom, and to grant or transfer such rights to others. Crew shall not register, file or obtain any patent, copyright or trademark covering any of the Development in Crew’s own name. Crew agrees that Client may apply for and receive a patent or patents, trademark or trademarks, copyright or copyrights for the Development in its own name. Crew agrees that when requested, without charge to, but at the expense of Client, its successors, assigns and legal representatives, to execute all patent applications, all trademark registration, and all original copyright registration. Crew hereby waives any so-called "droit moral" rights, "moral rights of authors" and all other similar rights Crew may have in any Development, however denominated, throughout the world.

(c) No Use of Name. Crew shall not use the name of Client or any Client trademark(s) or trade name(s) in any advertising or publicity or it hold itself out as a member of or having any involvement with Client without prior written consent.

v) Confidentiality. The Parties recognize and acknowledge that in the course of performing under this Agreement, each Party may have access to or become aware or knowledgeable of certain proprietary information, confidential information, or trade secrets (collectively referred to as "Confidential Information") belonging to the other Party, its subsidiaries, contractors, clients, subcontractors, or business associates. The parties agree not to, directly or indirectly, use, make available, sell, disclose, or otherwise communicate to any third party any of the aforesaid Confidential Information, or take advantage of the aforesaid opportunities in any way, either during the Term of this Agreement or at any time thereafter, except with the express written consent of of the other Party. In the event of a breach of any of the covenants, obligations and prohibitions described above, the Parties agree that the harmed Party may suffer immediate, immeasurable and irreparable harm and damage which may warrant injunctive relief to enforce any provision of this Agreement in any court of competent jurisdiction.

vi) Restrictions.
(a) Conflict of Interest. If Crew’s engagement with a third-party may pose a conflict of interest, a potential conflict of interest, or give the appearance of a conflict of interest to Client, Crew shall obtain Client’s written consent to perform such other engagement;

(b) Non-Solicitation. During the Term of this Agreement and for a period of one (1) year thereafter, Crew shall not, directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any person to leave the employ of Client; or (ii) solicit the trade of, or trade with, any customer or prospective customer of Client that was learned of or developed during the Term of its engagement by Client; provided, however, that after Crew's engagement with Client terminates, the foregoing shall not limit trade that is not competitive with any aspect of Client's business; or (iv) take any other action detrimental to the relationship of Client with its employees, customers or suppliers.

(c) Non-Disparagement. The Parties agree not to, at any time (during or after the Term), disparage the reputation of the other Party, its customers and affiliates or any of the other Party’s officers, directors, employees, or agents.

vii) Representations + Warranties.
Both Parties warrant and represent that they are free to enter into this Agreement, make the grant of rights made under it, and fully perform and be bound in accordance with the terms of this Agreement.

Crew represents and warrants that all Development created by Crew is new and original and will not violate any law or infringe upon the rights of any other person or entity, unless otherwise disclosed to and approved by Client in advance.

In the case that Client provides written notice to Crew that the Development is infringing or has the potential of infringing upon the rights of a third party, Crew shall make every effort to remedy such infringement immediately, but no later than thirty (30) days after notice is sent by Client.

viii) Miscellaneous.
(a) Indemnification. The Parties agree to defend, including payment of all costs of defense, indemnify, and hold the other Party and its successors, licensees, and assigns harmless from any and all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and court costs) in any manner connected with any claim, demand, or action arising out of, occasioned by, or related to any breach or alleged breach of, or any claim, demand, or action inconsistent with the representations and warranties made in this Agreement.

(b) Governing Law & Forum. This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. The Parties agree that any claim or dispute arising under this Agreement must be resolved by a court located in Kings County, New York, except as otherwise agreed by the Parties. The Parties agree to submit to the personal jurisdiction of the courts located within Kings County, New York for the purpose of litigating all such claims or disputes.

(c) Notices. All notices required to be given hereunder shall be given in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, at the addresses listed at the top of this Agreement, unless a written notice of a change of address has been provided to Client or Crew by the other, in which case notice will be given to the latest identified address.

(d) Modification. Subject to applicable law and upon the consent of both Parties, this Agreement may be amended, modified, and supplemented only by written agreement signed by both Parties with respect to any of the terms contained herein.

(e) Successors and Assigns. Each and all of the terms of this Agreement are binding upon and inure to the benefit of heirs, executors, administrators, successors, and assigns of the respective Parties hereto.

(f) Severability. The provisions of this Agreement are severable, and in the event this Agreement is determined to be illegal or otherwise unenforceable, in full or in part, the validity of the remaining provisions, including any partially unenforceable provisions to the extent enforceable in any jurisdiction, shall remain in effect and the Agreement shall be construed to apply and be enforceable to the maximum extent permitted by applicable law.

(g) Force Majeure. Neither Party is liable for failure to perform the Party's obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. If either Party asserts force majeure as an excuse for failure to perform the Party's obligation, then the nonperforming Party must prove that the Party took reasonable steps to minimize delay or damages caused by foreseeable events, that the Party substantially fulfilled all non-excused obligations, and that the other Party was timely notified of the likelihood or actual occurrence of an event described herein.

(h) Waiver. Any Party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, or prevent that Party thereafter from enforcing each and every other provision of this Agreement. The rights granted to each of the Parties herein are cumulative and shall not constitute a waiver of said Party's right to assert all other legal remedies available to it under the circumstances.

(i) Entire Agreement - Enforceability. This Agreement sets forth the entire agreement between the Parties and supersedes all contracts, proposals, oral or written, and all other communications between the Parties with respect of the subject matter hereof.

c.) Worker Classification and Withholdings. AS SET FORTH IN SECTION 2, COMPANY DOES NOT PERFORM TASKS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM TASKS. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a Crew’s work or Crew services performed in any manner. Company does not set a Crew’s work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Work Product. Company does not provide any supervision to Users.

The Nucrew Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ services.

You agree to indemnify, hold harmless and defend Company from any and all claims or liabilities arising from a determination by a court, arbitrator, government agency or other body that a Crew was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a Crew, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

4. BILLING AND PAYMENT.
Users of the Nucrew Platform contract for Work Product directly with other Users. Company will not be a party to any contracts for Work Products or related services. Payment for Work Product services through the Nucrew Platform is made directly from the Client to the Crew and not by Company.

Users of the Nucrew Platform will be required to provide their credit card or bank account details to Company and the PSP retained by Company. Clients will be responsible for paying any and all invoices for each Work Product (the "Invoices"), which will include (i) the pricing terms of the Work Product agreed with and provided by the Crew ("Crew Payment"), (ii) any out of pocket expenses agreed with and submitted by the Crew in connection with the Work Product, (iii) any tip or gratuity, if applicable, (iv) the service charge Company assesses for the Nucrew Platform, variable based on the Crew Payment amount, and (v) the platform fee, which is used to offset Company's cost of providing User Vetting set forth in Section 2.

Crew may be required to register with the PSP, agree to Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up their account with the PSP. Terms of Service between Crew and the PSP retained by Company are available here (the "PSP Agreement"). By accepting these Terms of Use, each Crew agrees that they have downloaded or printed, and reviewed and agreed to the PSP Agreement. Please note that Company is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement (currently, Paypal) are the parties to the PSP Agreement and that Company has no obligations or liability to any Crew under the PSP Agreement.

Client automatically authorizes Company to provide Client's payment details to the PSP for processing of Crew Payment, out of pocket expenses owed to Crew, and the service charge and platform fees owed to Company for the use of the Nucrew Platform when Company receives confirmation from Client and Crew of engagement (for deposit) and final submission of the Work Product. You may be charged a cancellation fee through the PSP if you book a Work Product, but cancel it before it is completed, as set forth in the Work Product pricing terms.

Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or Crew or upon notice of any potential fraud, unauthorized charges or other misuse of the Nucrew Platform, to (i) place on hold any Crew Payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.

Crew Payment and fees must be paid through the PSP as indicated on the Nucrew Platform. Users of the Nucrew Platform will be liable for any taxes (including VAT, if applicable) required to be paid on the Work Product services provided under the Users’ Service Agreement (other than taxes on Company’s income).

6. RELEASE.
The Nucrew Platform is only a venue for connecting Users. Because Company is not involved in the actual contract between Users or in the completion of the Work Product, in the event that you have a dispute with one or more Users, you release Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS NUCREW PLATFORM.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

7. PUBLIC AREAS; ACCEPTABLE USE.
The Nucrew Platform may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities ("Public Areas") that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum.

Without limitation, while using the Nucrew Platform, you may not:

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

8. TERMINATION AND SUSPENSION.
Company may terminate or suspend your right to use the Nucrew Platform in the event that we believe that you have breached this Agreement (a "User Breach") by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.

If Company terminates or suspends your right to use the Nucrew Platform as a Client for a User Breach, you will not be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Even after your right to use the Nucrew Platform is terminated or suspended, this Agreement will remain enforceable against you.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Nucrew Platform at its sole discretion. Except for refundable fees you have advanced to Company (if any), Company is not liable to you for any modification or discontinuance of all or any portion of the Nucrew Platform. Notwithstanding anything to contrary in this Section, Company has the right to restrict anyone from completing registration as a Crew if Company believes such person may threaten the safety and integrity of the Nucrew Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Nucrew Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

9. ACCOUNT, PASSWORD, SECURITY AND MOBILE PHONE USE.
You must register with Company and create an account to use the Nucrew Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the Nucrew Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.

By providing your mobile phone number and using the Nucrew Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the Nucrew Platform. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your account settings on the Site or Company’s mobile application, or by emailing support@nucrew.com.

10. PRIVACY POLICY.
Please see our Privacy Policy disclosures relating to the collection and use of your information. Company will treat personally identifying information that you submit through this Site in accordance with our Privacy Policy. You agree that you have read, understood, and accept the Privacy Policy, available here.

11. INTELLECTUAL PROPERTY.
You acknowledge that the Site may contain content that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on any content found on the Site, in whole or in part. Any use of the Site or any content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited. The Company name and logo are trademarks of Company (collectively, the "Company Trademarks"). Other company, product, and service names and logos used and displayed or otherwise incorporated into the Site may be trademarks or service marks of their respective owners, and nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company Trademarks or other trademarks displayed on the Site, without prior written permission in each instance. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit. We respect the intellectual property of others. If you believe that any content on the Site has been copied in a way that constitutes copyright or trademark infringement, please email us at support@nucrew.com to notify us of a claimed infringement. Your communication concerning a claimed infringement must include substantially the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

(ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;

(iii) Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;

(iv) Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

12. SUBMISSIONS.
When you submit emails, communications, questions, comments, suggestions, ideas, message board postings, material submitted via web forms, or any other information ("Submissions"), you grant Company permission to use such Submissions for marketing and other promotional purposes. You agree that Company will have no obligation to keep any Submissions confidential and you will not bring a claim against Company based on "moral rights" or the like arising from Company's use of a Submission.

13. ACCURACY OF INFORMATION.
We attempt to be as accurate as possible when describing our Services on the Site, however, we do not warrant that the descriptions, information or other content available on the Site are accurate, complete, reliable, current, or error-free. This Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. We apologize for any inconvenience.

14. OTHER WEBSITES.
Users may find advertising or other content on the Site that link to the sites and services of our clients, partners, suppliers, advertisers, sponsors, licensors and other third parties. We do not endorse or control the content or links that appear on these sites and are not responsible for the practices employed by websites linked to or from the Site. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to the Site, is subject to that website's own terms and policies. Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such hyperlinked site or resource.

15. REPRESENTATIONS & WARRANTIES.
You represent and warrant that you: (i) have the full power and authority to enter into and perform under this Agreement; (ii) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party; and (iii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to Company that: (i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions; (ii) Company will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that Company incurs in providing the Services; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and (iv) your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

16. COOKIES.
The Site may use "cookies" to enhance your experience. Your web browser places cookies on its hard drive for record-keeping purposes and sometimes to track information about them. You may choose to set your web browser to refuse cookies, or to alert you when cookies are being sent. If you do so, note that some parts of the Site may not function properly.

17. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY AND ITS EMPLOYEES, CONTRACTORS, AGENTS AND AFFILIATES, INCLUDING BUT NOT LIMITED TO ANY THIRD PARTIES RESPONSIBLE FOR THE CREATION, MAINTENANCE AND UPKEEP OF THE SITE, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM THE USE OF THIS SITE OR ANY COMPUTER VIRUSES ON YOUR COMPUTER OR ELECTRONIC DEVICES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

18. INDEMNIFICATION.
You will indemnify and hold Company and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any portion of this Agreement. If you have to indemnify Company under this Section, Company will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Company' express written permission.

19. ASSIGNMENT.
Company has the right, at its election, to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder in whole or in part, to any person, firm, or corporation. You will not have the right to assign or transfer any rights hereunder.

20. ARBITRATION.
If a dispute arises from or relates to this Agreement, your use of the Company Site or Services, or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree that any such unresolved controversy or claim shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds one hundred thousand dollars ($100,000), in which case the dispute shall be heard by a panel of three (3) arbitrators. The place of arbitration shall be in the city, county and state of New York. The arbitration shall be governed by the laws of the State of New York. The prevailing party shall be entitled to an award of reasonable attorney fees, if awarded by the arbitrator(s).

In the event of a dispute arising out of this Agreement and not subject to the arbitration provision above, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees.

21. GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. The parties to this Agreement agree that any claim or dispute arising under this Agreement must be resolved by a court located in city, county and state of New York, except as otherwise agreed by the parties or as described in the Arbitration provision above. The parties agree to submit to the personal jurisdiction of the courts located within the city, county and state of New York for the purpose of litigating all such claims or disputes.

22. CONSENT AND CHANGES.
Your use of this Site shall be deemed express approval of all terms of this Agreement. If you do not consent to this Agreement or any of the above terms, please immediately exit and discontinue use of the Site. Company has the discretion to update this Agreement at any time. In the event this Agreement is updated, we will also update the date set forth below. Please check this page regularly to keep informed of any such updates.

YOUR CONTINUED USE OF THE SITE SHALL BE DEEMED ACCEPTANCE OF THIS AGREEMENT AND ANY CHANGES THERETO.

23. NO AGENCY.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

24. MISCELLANEOUS.
This Agreement contains the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes and replaces all prior negotiations or proposed agreements, written or oral. The undersigned acknowledge that no other party, nor agent or attorney of any other party, has made any promise, representation or warranty whatsoever, express or implied, not contained herein, to induce the undersigned to execute this Agreement, and acknowledge that the undersigned have not executed this Agreement in reliance upon such promise, representation or warranty not contained herein. You may be subject to additional Agreement that may apply when you use affiliate services, third-party content or third-party software. Every provision herein is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

24. CONTACT.
If you have any questions about this Agreement, the practices of Company, or your dealings with this Site, please contact us at support@nucrew.com.

Any rights not expressly granted herein are reserved.
© 2018 NUCREW, LLC
*Agreement was last updated May 9, 2016