This Merchant Agreement (“Agreement”) is entered into by and between RepX Inc., a Nevada corporation with offices at 6875 S Eastern Avenue #101, Las Vegas, NV 89119 United States, doing business as Craav (“Craav”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance, whichever occurs first. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through the Site (individually and collectively, the “Services”).
Craav may, in its sole and absolute discretion, change or modify this Agreement, at any time, and such changes or modifications shall be effective immediately upon posting of same to the Site. Your use of the Site and/or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised prior to such use. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) the Site or the Services. In addition, Craav may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information current. Craav assumes no liability or responsibility for your failure to receive any email notification if such failure results from provision and/or use of an inaccurate email address.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you,” “your,” “merchant,” and “customer" shall refer to such corporate entity. If you do not have legal authority to bind such corporate entity, you will be personally responsible for each and every obligation contained in this Agreement, including but not limited to the payment obligations.
You must create a Craav Merchant Account in order to use some of our Services. By creating and/or utilizing such Account, you represent and warrant to Craav that all information you submit when you create your Account is accurate, current, and complete, and that you will immediately notify Craav via email upon any change in such information.
You are solely responsible for all activities that occur under your Account, whether or not you authorized and/or had knowledge of such activities. You agree to keep your Account secure by keeping your password and other Account information confidential, and by logging out of your Account at the end of each session.
You agree to immediately notify Craav of any unauthorized use of your password or Account, or any other breach of security. You are fully responsible for all activities that occur under your Account.
You acknowledge and agree that Craav may access, preserve, and/or disclose your Account information if required to do so by law or in a good faith belief that such action is reasonably necessary in order to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to your request(s) for customer service; and/or (iv) protect the rights, property, or personal safety of Craav and/or its users.
General Rules of Conduct
You agree to not misuse Craav’s Site and/or Services, and that your use of the Site and/or Services will comply with this Agreement and all applicable local, state, national, and international laws and regulations. You agree to not interfere with Craav’s Site and/or the Services or try to access them using a method other than the interface and the instructions provided by Craav.
You agree to not use the Site and/or the Services in a manner that (as determined by Craav in its sole and absolute discretion) may promote, encourage, or engage in any spam or other unsolicited bulk email, or computer or network hacking or cracking; infringes on the intellectual property rights of any other person or entity; interferes with the operation of the Site or the Services; transmits or installs any viruses, worms, bugs, Trojan horses, or other code, files, or programs designed to, and/or capable of, disrupting, damaging, or limiting the functionality of any software or hardware.
Subject to the terms and conditions of this Agreement and Craav’s other policies and procedures, Craav shall use commercially reasonable efforts to attempt to provide the Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time the Site and/or the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions, periodic maintenance, repairs or replacements that Craav undertakes from time to time; or causes beyond Craav’s reasonable control and/or that are not reasonably foreseeable, including but not limited to interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, and/or other failures. You acknowledge and agree that Craav has no control over the availability of the Site or the Services on a continuous or uninterrupted basis, and that Craav assumes no liability to You or to any other person(s) or entity(s) with regard thereto.
If you submit content to the Site and/or any of the Services, you retain ownership of any intellectual property rights that you hold in that content.
When you upload or otherwise submit content to the Site or and/any of the Services, you give Craav (and Craav’s partners, affiliates, and associates) (1) a permanent worldwide license to use, host, store, reproduce, modify, communicate, publish, publicly perform, publicly display, and distribute such content; and (2) a permanent worldwide license to create derivative works (such as those resulting from translations, adaptations, or other changes we make so that your content works better with the Site and Services). The rights you grant in these licenses are for the limited purpose of enabling Craav to operate and/or improve the Services and/or develop new Services. These licenses remain even if you stop using the Site and/or the Services.
Your content includes your contacts, including but not limited to names, emails, and phone numbers. Like the rest of your content, your contacts remain yours. Craav will not communicate with your contacts for the primary purpose of promoting Craav, and will not share your contacts with any third party, without your permission (except as may be required by law). However, Craav may use any contact information it obtains from any other source (e.g., when an individual or merchant creates an account with Craav or otherwise chooses to receive communications from Craav), even if the contact information Craav thereby obtains is also included in your contacts.
Craav gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use any software provided to you by Craav as part of the Site or the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Site and the Services as provided by Craav, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of the Site or our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit those restrictions or you have our written permission.
Customer & Partner Reviews
You acknowledge and agree that Craav has the right, in its sole discretion, to contact your partners and/or customers about services you provide to gain their feedback and rating of you, and to display such ratings and/or reviews on the Site. Craav is not responsible or liable to you for any comments, ratings, or communications of any kind from customers that we choose to post on the Site.
Modifying and Terminating Our Services
We are constantly changing and improving the Site and Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
You may stop using our Services at any time. Craav may also stop providing any or all of the Services you, or add new limits to the Services, at any time, for any reason.
This Site and the Services may contain links to third-party websites that are not owned or controlled by Craav. Craav assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party website. In addition, Craav does not censor or edit the content of any third-party website. By using the Site or the Services, you expressly release Craav from any and all potential or actual liability arising from your use of any third-party website.
Disclaimer of Warranties and Limitations on Liability
YOU ACKNOWLEDGE AND AGREE THAT Craav SUPPLIES THE SITE AND THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
Craav DOES NOT WARRANT OR GUARANTEE THAT ANY INFORMATION AVAILABLE USING THE SITE OR SERVICES IS ACCURATE OR RELIABLE OR THAT YOUR USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERROR. Craav GIVES NEITHER ANY EXPRESS WARRANTY OR GUARANTEE, NOR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND/OR NON-INFRINGMENT.
IN THE EVENT OF A DISPUTE BETWEEN YOU AND Craav, YOUR SOLE REMEDY SHALL BE TO STOP USING THE SITE AND THE SERVICES. IN NO EVENT YOU’RE YOUR RECOVERABLE DAMAGES AND/OR Craav’S LIABILITY TO YOU EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO Craav DURING A ONE-MONTH PERIOD.
Craav IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE SERVICES.
SOME STATES DO NOT ALLOW US TO LIMIT OUR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR TO EXCLUDE CERTAIN WARRANTIES. IN THOSE STATES, OUR LIABILITY AND WARRANTIES ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Under no circumstances will Craav be liable for any loss or damage that is not reasonably foreseeable.
The foregoing disclaimers of representations and warranties shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this Agreement your use of the Site or the Services.
You agree to indemnify, defend, and hold harmless Craav from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding your use of the Site or Services in violation of this Agreement.
Disputes with Other Users
If you have a dispute with one or more Craav users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in YOUR favor at the time of agreeing to this release.
Fees and Payments
Craav accepts credit cards and debit cards and will automatically charge your provided credit card or debit card (your “Payment Method”) immediately upon your ordering of Services and as otherwise required according to the additional terms of any fee-based Service you use. If any fee is not paid in a timely manner, or if Craav is unable to process your transaction using the Payment Method provided, Craav reserves the right to revoke access to your Account and any stored content or information.
You acknowledge that the amount billed each month or year may vary for reasons including but not limited to promotional offers, changes in your account, or changes in the amount of applicable sales tax. You expressly authorize Craav to charge your Payment Method for such varying amounts. Craav may also periodically authorize your Payment Method in anticipation of account or related charges. All fees and charges are nonrefundable, and no refunds or credits will be applied to partially used periods.
Craav may change the fees and charges in effect, or add new fees and charges from time to time, but will give you advance notice of these changes by posting such changes on the Site. If you want to use a different Payment Method, or if there is a change in your Payment Method information, you may edit your information by accessing your “Account” page. If your Payment Method reaches its expiration date, your continued use of the Site and/or Services constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and Payment Method information current.
Your Subscriptions to our Services will continue in effect unless and until you cancel your Subscriptions or Craav terminates them. Your monthly billing date will be based on the date of the month you purchased the Subscriptions, unless that date falls after the 28th of the month, in which case your billing date (after the first month’s payment) will be the 28th of each month. You must cancel your Subscription before it renews each month or year in order to avoid billing of the next month’s or year’s fees to your Payment Method. Craav will bill the monthly or yearly fees associated with your Subscriptions plus any applicable tax to your Payment Method.
Craav Subscriptions are prepaid and are non-refundable, unless explicitly designated otherwise by the additional terms for a Service, in which case the additional terms of that Service will govern the availability and conditions of refunds. Craav DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS.
Income & Account Balances
You may receive payments through Craav. For instance, you may receive payments from third parties through Craav Leads, Trade Groups, or Deals; you may also earn commissions directly from Craav, such as referral rewards for inviting other businesses to use Craav.
Amounts paid to you as income or commissions are accrued in your Account balance. These amounts are payable upon request through your Account page when the accrued total is US $250.00 or more; if the total is less than US $250.00 at the time of your request, there is (and you agree to pay) a $20.00 administrative charge, which will be deducted from your account prior to the payment being issued. If you have outstanding amounts owed to Craav, Craav may apply funds in your Account to the payment of those amounts at any time after they are 30 days or more past due, or in any case before processing a payment request to you (even if they are not 30 or more days past due).
You will receive payment approximately 30 days after we collect payment from third parties on your behalf. Craav is not liable for payments from third parties, but is only liable for transferring the funds that it in fact receives as payment from third parties to you (less any fees due to Craav). We will make reasonable efforts to collect payment from third parties when appropriate; in most cases, payment will happen immediately upon the third party’s completion of the transaction (e.g., accepting a paid lead through Craav Leads). In the event that we are unable to collect payment from the third party on your behalf, Craav will not be liable to you for any amount, including the amount you were due to receive from the third party. However, this Agreement does not preclude assertion by you of any legal claim against the third party in the event that the third party does not pay the agreed-upon amount.
You must have a Payment Method on file when using Craav to receive payments from third parties, such as by receiving payment for a lead through Craav Leads, and pay all fees and applicable taxes associated with our Services by the payment due date. If your Payment Method fails or your account is past due, we may collect fees owed using other collection mechanisms, including but not limited to charging other payment methods on file with us, retaining collection agencies and legal counsel, and, for accounts more than 30 days past due, deducting the amount owed from your Craav account balance. In addition, you will be subject to late fees. Craav, or the collection agencies we retain, may also report information about your account to one or more credit bureaus (e.g., Experian, Equifax, or TransUnion). If you wish to dispute information Craav has reported to a credit bureau, please contact us directly. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Craav account, you must contact the collection agency or the credit bureau directly.
Except as explicitly stated otherwise, legal notices (including any notice required under this Agreement) shall be served on you by sending notices to the email address associated with your Account. Notice shall be deemed given 24 hours after an email is sent, unless we are notified in writing that the email address is invalid. Alternatively, we may (in our sole discretion) give you legal notices by mail to the address associated with your Account, in which case the notice shall be deemed given 5 (five) business days after the postmarked date. Except as explicitly stated otherwise in writing, legal notices shall be served on Craav by sending the notices to Craav at firstname.lastname@example.org .
Limitation on Claims Period
In any event, you may not make any claim under this Agreement against Craav or any Craav affiliate more than one year after the occurrence of the matter giving rise to that claim.
About these Terms
These terms control the relationship between Craav and you. They do not create any third-party beneficiary rights.
Craav may, at any time, modify these terms. You should look at the terms regularly. Craav will post notice of modifications to these terms on this page. Changes will not apply retroactively and will become effective no sooner than 14 (fourteen) days after they are posted. However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms, you should discontinue YOUR use of the Services.
If there is a conflict between these terms and any additional terms for the Services, the additional terms will control for that conflict.
If you do not comply with these terms, and Craav does not immediately take action, this does not mean that Craav gives up any rights it may have (such as taking action in the future).
If it turns out that a particular term herein is not enforceable, this will not affect the validity or enforceability of any other term herein.
The laws of the state of Nevada, excluding Nevada's conflict of laws rules, will apply to any dispute arising out of or relating to this Agreement or the Services. Any claim arising out of or relating to this Agreement or the Services will be litigated exclusively in the Nevada state courts of Clark County, Nevada, USA or the United States District Courts in Nevada. You and Craav consent to personal jurisdiction in those courts. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement or your use of the Site or the Services.