Testing Agency LLC
doing business as TEAM CROCO
v 1.2 ??01-08-2018
By clicking ?Buy Now,? ?Purchase,? or any other phrase on the purchase button, or entering your credit card information, or otherwise enrolling, electronically, verbally, or otherwise, you (?Client?) agree to be provided with services by?Testing Agency LLC?(?Company? hereinafter referred to as Team Croco), and you are entering into a legally binding agreement with Team Croco, subject to the following Terms of Purchase:
- GENERAL TERMS AND PAYMENT.
- Upon purchase and execution of this Agreement, Client will be provided with the following services each month according to the specific option selected prior to purchase on https://teamcroco.com/ (the ?Website?). These services include: Development of the code for A/B-test variations, and implementation of this as an A/B-Test Tool, and other services as described on the Website (?Services?).
- Team Croco utilizes a credit system (?Test Tokens?) for Services provided. Client understands that any estimates given on cost of Services in Test Tokens may change during development and Client will be alerted in such instances.
- Client will choose an option that will determine payment amount. ?Client will purchase a select amount of Test Tokens and must abide by the usage rates as stated on the Website at time of purchase. ?For example, when buying a ten (10) Test Token pack, Client will have six (6) months to utilize all Test Tokens before expiration.
- Client service is our priority. If Client is unhappy with the Services, a refund of Test Tokens will be given to be utilized on additional Services. No monetary refunds will be given.
- Client agrees that Team Croco may use its business name and/or website for marketing purposes on its Website. Should Client not approve, Client should inform Team Croco in writing. ?
DISCLAIMERS. Team Croco makes all efforts to ensure Services are of the highest quality and error-free. However, Team Croco makes no representation or warranty that the Services or other information provided, regardless of its source, are accurate, complete, reliable, current or error-free.
Team Croco cannot guarantee the Services and resulting Code provided will be bug-free. Services and Code provided may impact other elements of Client?s website, which may result in a decrease in conversions and/or revenue. As the Client, you acknowledge that you are participating voluntarily in using the Services and that you are responsible for your choices, actions and results, now and in the future. You accept full responsibility for the consequences of your use of Team Croco?s Services. Team Croco will act in good faith and take reasonable care, and subject thereto, Team Croco disclaims all liability for any inaccuracy, error or incompleteness in the Services and resulting Code provided.
Team Croco may utilize third-party services and/or products to complete the Services. Team Croco is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from use of third-party services. Any testimonials or examples shown through Team Croco?s Website are only examples of what may be possible. There can be no assurance as to any particular outcome, including increased income, sales, conversions and/or any other outcome, based on the use of Team Croco?s Services. You acknowledge that Team Croco has not and does not make any representations of any kind that may be derived as a result of use of Team Croco?s Services.
- CONFIDENTIALITY AND NON-DISCLOSURE. The Client, as the Discloser, has agreed to provide Team Croco with information relating to their business so that, as the Recipient, Team Croco can perform the Services outlined in this Agreement (the ?Purpose?).As used in this Agreement, the term ?Confidential Information? includes all information furnished by or on behalf of the Client, or any of their respective Representatives (as defined below) to Team Croco or its Representatives, whether furnished before, on or after the Effective Date and furnished in any form.Confidential Information includes but is not limited to written, verbal, visual, electronic or in any other media or manner. Confidential Information includes all proprietary technologies, know-how, trade secrets, discoveries, inventions and any other intellectual property (whether or not patented), analyses, business or technical information and other materials or ingredients prepared by the Client or any of its Representatives, containing or based in whole or in part on any such information furnished by the Client or its Representatives. Confidential Information also includes the terms of this Agreement.Confidential Information excludes any part of such information which Team Croco can show by documentary evidence: (a) other than in respect of the Trade Secrets, is at the date of this Agreement or subsequently comes into the public domain otherwise than by reason of any breach of this Agreement by Team Croco; or b) was within the possession of Team Croco free of any restriction prior to the date of disclosure by the Client; or (c) was received by Team Croco from an independent third party free of any restriction and without breach of any obligation of confidentiality owed to the Client.
?Representatives? means the directors, officers, partners, managers, employees, and advisors and the directors, officers, partners, managers, employees and advisors of a Party?s Affiliates who require access to such information in order to effectuate the Purpose, provided that the Client agrees and shall obligate its Representatives to agree, that it will use the same degree of care and discretion as it uses to protect its own Confidential Information. Client and Team Croco each agree to be responsible for any breach of this Agreement by its Representatives.
Team Croco agrees that it will not disclose Confidential Information of the Client to any third party or use Confidential Information of the Client except for the Purpose, without the prior written consent of Client, except as required by law or regulation; provided, however, that prior to making any such legally required disclosure, Team Croco shall give the Client as much prior notice of the requirement for and contents of such disclosure as is practicable under the circumstances so that Client may take action to safeguard its interests, and the Team Croco shall cooperate with the Client?s efforts, at the Client?s expense, to preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, the Team Croco may disclose Confidential Information to any of the Team Croco?s Representatives who (A) need to know such Confidential Information solely for the Purpose, (B) are advised of the contents of this Agreement, and (C) are bound to the Team Croco by obligations of confidentiality at least as restrictive as the terms of this Agreement.
No other right to the Confidential Information or to any of Client?s patents, copyrights, trademarks, trade secrets or other proprietary rights is granted hereby and nothing contained in this Agreement shall be construed as creating an express or implied license to use the Confidential Information or such patents, copyrights, trademarks, trade secrets or other proprietary rights for any purposes other than the Purpose.
Team Croco?s obligations of confidentiality and non-use shall continue indefinitely after termination of this Agreement. Confidential Information which is disclosed in writing or, if disclosed orally, and is confirmed within thirty (30) days in writing as being a trade secret of the Client, shall be maintained in secret until such time as it no longer qualifies as a trade secret or until such time as the Client advises Team Croco in writing that such information is no longer a trade secret.
- NON-SOLICITATION. Team Croco values the relationship with Client and therefore Team Croco will not actively approach any of the Client clients that we are aware of in the period of us working together and 6 months thereafter. If Team Croco get?s approached by any of Client?s clients we will openly communicate this to Client.
- INTELLECTUAL PROPERTY RIGHTS. Client has full intellectual property rights to deliverables provided by Team Croco. Team Croco makes no claim to any intellectual property rights of the Client. In regards to the Design and Code transferred to the Client, the Client may modify, publish, transmit, participate in the transfer of, create derivative works from, distribute, display, or reproduce any of the Design or Code, or intellectual property, in whole or in part without our prior written consent. Subject to the above, nothing in this Agreement shall transfer ownership of or rights to any intellectual property of Team Croco to the Client, nor grant any right or license other than those stated in this Agreement. In terms of the Code or Designs provided, Team Croco maintains the right to utilize and/or reuse parts of the Designs or Code as provided to the Client and makes no claim to its copyright.
- DISCLAIMER OF WARRANTIES. The Services provided to the Client by Team Croco under this Agreement are provided on an ?as-is? basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of deal, course of performance or trade usage.
- RELEASE OF CLAIMS. In no event will Team Croco be liable to any party for any type of direct, indirect, special, incidental, or consequential damages for any use of or reliance on our Site, its Content, or the Product. You hereby release Team Croco from any and all claims including those related to personal or business interruptions, misapplication or information, or any other loss, condition, or issue.
- LIMITATION OF LIABILITY. YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE PRODUCT. ADDITIONALLY, TEAM CROCO IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF TEAM CROCO HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL TEAM CROCO CUMULATIVE LIABILITY TO YOU EXCEED $100.
- DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, every controversy or dispute to this Agreement will be submitted to the American Arbitration Association (AAA). The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place at the nearest AAA facility in Wilmington, Delaware or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys? fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the conflict of laws principles thereof.
- ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral.
If you have any questions or concerns regarding these Terms of Purchase, please email: [email protected]