Terms of Service

AGREEMENT TO OUR LEGAL TERMS

These Terms of Service (“Terms of Service”) constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you” or “your”) and Credtent, Inc., a Delaware Public Benefit Corporation, and its subsidiaries, representatives, affiliates, officers and directors (collectively, “Credtent”, “we”, “us” or “our”) governing your use of Credtent’s services concerning the multimodal data and related metadata (“Content”) that is or may be used in the development and training of artificial intelligence (“AI”) models, including “Opt-Out” assistance (“Opt-Out”) and licensing facilitation (“Licensing”), and any related content or services, including but not limited to mobile and/or web-based applications (“Applications” and together with Opt-Out and Licensing, the “Services”).

ANY DISPUTE BETWEEN YOU AND CREDTENT IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THIS AGREEMENT (SECTION 15) AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.

TABLE OF CONTENTS

1. Contractual Relationship and Modification
2. Accessing the Services
3. Your Content & Submission
4. Services: General Terms
5. Opt-Out Services
6. Content License-Related Services
7. Subscriptions and Billing
8. License Payments
9. Cancellation and Termination
10. Representations and Warranties
11. Disclaimers
12. Limitations of Liability
13. Indemnification
14. Third-Party Websites and Content
15. Dispute Resolution and Arbitration
16. Other Provisions
17. Contact Information

1. Definition of Terms. In addition to these Terms of Service, your access to, and use of the Services is also governed by the applicable terms found on our website, www.Credtent.com. These include but are not limited to the Privacy Policy, which describes how we collect, use, and disclose your personal information and our other applicable standards and policies, if any, which we refer to collectively as the “Supplemental Terms.” Collectively, we refer to these Terms of Service and the Supplemental Terms as the “Terms.” In these Terms, the words “including” and "include” mean “including, but not limited to.”
2. Binding Agreement. By accessing or using the Services, you confirm your agreement to be bound by these Terms. These Terms shall remain in full force and effect while you use the Services. If you do not agree to these Terms, do not access or use the Services.
3. Modification. We reserve the right to modify these Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these Terms on our website, www.credtent.org. If you are a registered user, we will also send an email to the email address you most recently provided to us prior to the material change taking effect. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes.

1. Account Registration. In order to use the Services, you must register for and maintain an active user account (“Account”). Account registration may require you to submit to us certain personal information, such as your name, address, email and phone number, as well as at least one valid payment method that you are authorized to use and is supported by us (“Account Information”). You are responsible for providing accurate Account Information and in certain instances, you may be asked to provide proof of identity to access or use the Services. You agree to maintain the security and secrecy of your Account credentials at all times.You may be denied access to, or use of, the Services if you provide any information that is untrue, inaccurate, not current, or incomplete, or refuse to provide (or we are unable to verify) identity verification.
2. Entity Account. If you are using or opening an Account on behalf of a company, entity or organization, then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms and (ii) agree to be bound by these Terms on behalf of such entity. You may be required to provide, at registration or at another time, verification of your authority to operate the Account on the entity’s behalf. If you register for Licensing Services, we may require you to verify your claim that you are a Content rights holder.
3. No Minors. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account and you may not assign or otherwise transfer your Account to any other person or entity. We maintain the right to delete or deactivate duplicate accounts.

1. Your Content & Submission. You may register and utilize the Services only as to Content for which you hold the right to designate the Content for exclusion from, or licensing for its use in, the development and training of AI models (“Your Content”). In order to utilize Services, You may be required to provide to us certain information concerning Your Content, including but not limited to metadata, format, the URL where it can be found, the type of Content and the names and contact information of all other rights holders for each work if it is in your possession or reasonably ascertainable (“Submission”).
2. Submission Representations & Warranties. By providing your Submission, you represent and warrant, and can demonstrate to our full satisfaction upon request, that (i) you own or otherwise control all rights to Your Content (or that such Content has been directly licensed to you in writing with a grant of rights sufficient to permit you to enter into this Agreement and to grant all of the rights with respect to Your Content necessary for us to provide the Services); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to Your Content and (iii) you are authorized to grant all of the aforementioned rights to Your Content to us. You are solely responsible for your Submission and retain all intellectual property rights in such Submission except as expressly provided herein.
3. Data Maintenance. We will maintain certain data that you transmit to us to provide and manage the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
4. Credtent’s Rights Regarding Your Content. As between you and us, you own and will retain ownership of all intellectual property rights in and to Your Content and your Submission. Except as provided herein, you retain full ownership of Your Content and any intellectual property rights or other proprietary rights associated with your Submission. In order for us to perform Services, you grant us the worldwide, non-exclusive, royalty-free, right and license to reproduce, transcode, copy and store your Submission, and also transmit your Submission as we determine necessary to AI Developers as part of an Opt-Out Request and/or License Offer.

1. Agency. You designate us as your agent only as necessary to provide you with the Services for which you have subscribed as described in Sections 5, 6 and 8, i.e., transmitting your Opt-Out request and/or license request to an entity engaged in AI development and training (“AI Developer”), negotiating with prospective licensees concerning a corpus of Content that we offer to license to AI Developers (“Our Corpus”) that includes Your Content, and collecting and transmitting to you the portion of the compensation paid by an AI Developer that has licensed Our Corpus (“Licensing Fees”) on your behalf. We are not your agent for any other purpose or activity.
2. Ownership. The Services and all rights, title, and interest, including all related intellectual property rights therein, are and shall remain our property or the property of our licensors. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by us or our licensors, except for the limited license granted herein.
3. License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Credtent website solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use or internal business purpose. Any rights not expressly granted herein are reserved by us and our licensors.
4. Restrictions. You agree that you will not use our copyrights, trademarks, service marks, or trade dress, aside from use incidental to your use of the Services, without express, written permission from Credtent (please address any inquiries to legal@credtent.org). This prohibition includes use in domain names, websites, and social media accounts. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by us; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any third party commercial endeavors except those that are specifically endorsed or approved by us.
5. Change, Modification and Removal. We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
6. Availability. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
7. Best Efforts. We will use our best efforts in rendering the Services. However, we cannot guarantee that we will contact every AI Developer or that any AI Developer that we contact will receive or take any particular action on an Opt-Out Request or license offer from us. Specifically, we do not guarantee that Your Content will be opted out or licensed as requested or at all.

1. Rights You Grant to Us. By registering Your Content with an Opt-Out or Premium Opt-Out designation, you grant us the right to include Your Content in a request to an entity engaged in AI development and training (“AI Developer”) (1) to be excluded from its AI development and training process (“AI Training”) and (2) that the entity inform us whether Your Content, including the name(s) of the creator(s) of Your Content, has been, is being or will be used in AI Training (collectively, “Opt-Out Request”).
2. Premium Opt-Out. By registering Your Content with a Premium Opt-Out designation, we will inform you (1) to which AI Developers we have transmitted an Opt-Out request for Your Content and (2) whether we have been informed or have actual knowledge of any use of Your Content by AI Developers subsequent to the Opt-Out Request.

BY REGISTERING YOUR CONTENT WITH A LICENSE DESIGNATION, YOU GRANT US THE EXCLUSIVE RIGHT TO OFFER YOUR CONTENT FOR LICENSE TO ANY AND ALL AI DEVELOPERS IN THE CASE OF A STANDARD LICENSE, AND THE AI DEVELOPERS YOU SPECIFY AMONG THOSE THAT WE IDENTIFY TO YOU AS POTENTIAL LICENSEES IN THE CASE OF A PREMIUM LICENSE. IT IS A BREACH OF THIS AGREEMENT FOR YOU TO OFFER A LICENSE TO YOUR CONTENT TO ANY AI DEVELOPER WITH REGARD TO WHICH YOU HAVE GRANTED US THIS EXCLUSIVE RIGHT, WHETHER ON YOUR OWN BEHALF OR THROUGH A THIRD PARTY.

1. Standard License. By registering Your Content with a Standard License designation, you agree that we may include Your Content in a corpus of Content that we offer to license to AI Developers (“Our Corpus”). You agree that we shall determine in our sole discretion the terms of any license offer and executed license, including but not limited to what compensation we request and the allocation of compensation for Your Content, which allocation may be based on factors including the volume and type of Content and any revenue you have received previously for licensing Your Content. You will not be informed of the amount of compensation, including but not limited to royalty rates, that we request for Your Content. If an AI Developer makes a payment to us pursuant to an agreement by which it licenses Your Content, we will pay you an amount determined by the following equation:

   ((the amount we are paid to license Our Corpus) - (our fee of 15% of the amount we are paid (“Our Fee”)) + the amount third parties charge us to facilitate the payment, e.g., payment processing fees ("Transaction Costs")) x (the percentage of the value of the licensed Content we determine is represented by Your Content)

2. Premium License. By registering Your Content with a Premium License designation, you agree that we may include Your Content in Our Corpus and expressly inform prospective licensees that Your Content is included in Our Corpus. We may provide you with information that we believe is relevant to Your Content’s potential value with regard to a particular potential licensee or category of potential licensees but you are entirely responsible for determining the compensation that we request on your behalf to license Your Content. Other than compensation, you agree that we shall determine in our sole discretion the terms of any license offer and executed license. If we determine that Your Content cannot be included in a prospective license, e.g., because the prospective licensee specifically rejects the amount of your proposed compensation or the total amount offered for Our Corpus would be insufficient to pay you that amount, we will give you an opportunity to revise your proposed compensation. In addition, we will offer you the opportunity no more than once each calendar quarter to revise your proposed compensation for Your Content. If an AI Developer makes a payment to us pursuant to an agreement by which it licenses Your Content, we will pay you an amount determined in the following manner:
   1. If the license agreement specifies compensation for Your Content, that amount minus Our Fee.
   2. If the license agreement does not specify compensation for Your Content, we will pay you the amount determined by the following equation:

      ((the amount we are paid to license Our Corpus) - (our fee of 15% of the amount we are paid (“Our Fee”)) + the amount third parties charge us to facilitate the payment, e.g., payment processing fees ("Transaction Costs")) x (the percentage of the value of the licensed Content we determine is represented by Your Content)

3. Withdrawing Your Content from Our Corpus: You may request to withdraw Your Content from Our Corpus by sending written notice to corpus@credtent.org (“Withdrawal Request”), which withdrawal will be effective the later of (i) 120 calendar days following our receipt of the notice and (ii) the cancellation or termination of your licensing subscription (“Withdrawal Effective Date”). Your Withdrawal Request will not remove Your Content from Our Corpus prior to the Withdrawal Effective Date. You agree that Your Content may be included in license agreements executed between the date of your Withdrawal Request and the Withdrawal Effective Date.
4. Opting Out After Licensing & Dual Designation of Your Content: You acknowledge that if Your Content has been licensed to an AI Developer, it has likely been used for its AI Training. Your subsequently designating Your Content as Opt-Out may not result in its removal from existing training sets. You may concurrently register a portion of Your Content with an Opt-Out or Premium Opt-Out designation and another portion of Your Content with a Standard License or Premium License designation.
5. Credtent-Added Information: We may create and correlate with Your Content information such as ratings, which we may share with prospective licensees. You agree that we have no obligation to inform you of any such information or to make any revisions even at your request.
6. Market Uncertainty. You acknowledge that the market for licensing Content used for AI training is nascent and demand may change substantially over time, which change may be to the detriment of rights holders. You acknowledge that pricing for licensed Content is dynamic and will depend on factors outside of our control. You acknowledge that legal developments, over which we have no control, may materially affect AI Developers’ willingness to pay to license Content for AI Training.
7. Reservation of Rights. We reserve the right to reject any or all of Your Content from inclusion in Our Corpus for any reason. If you are a Premium License subscriber and we reject all of Your Content, you will receive a refund of your subscription fee.
8. Amount of Compensation: We do not guarantee that the amount of compensation obtained for licensed content, if any, will be greater than if you or a third party agent had separately negotiated an agreement with the AI Provider.

1. Term. Unless otherwise specified, Services are available only on a subscription basis for a term of one year (“Term”).
2. Ongoing Subscription and Fees. If you elect a paid subscription, we will bill you in advance for your subscription. Your subscription will continue and automatically renew on a recurring basis corresponding to the Term unless and until you cancel your subscription, or your account is otherwise suspended or terminated pursuant to these Terms. We reserve the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes.
3. Subscription Payment Method. Unless otherwise indicated, you will be required to provide a credit card or other payment method accepted by Credtent, as may be updated from time to time ("Payment Method"). We will charge your Payment Method a periodic subscription fee on a recurring basis corresponding to the Term, and any applicable taxes. You are solely responsible for any and all fees charged to or by your Payment Method. When you provide a Payment Method, we will attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced.
4. Billing Holds. In the event of a failed attempt to charge to your Payment Method (e.g. if your Payment Method has expired), we reserve the right to retry billing your Payment Method. In the event that you or we (through our payment service providers) update your Payment Method to remedy a change in validity or expiration date, we will automatically resume billing you for your subscription to the Services. We may suspend or cancel your access to the Services if we remain unable to successfully charge a valid Payment Method. You also remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
5. Billing Period. As used in these Terms, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. We will automatically bill your Payment Method on the day you start your subscription and on each recurring billing date thereafter. Your “Billing Period” is the interval of time between each recurring billing date and corresponds to the Term.
6. No Refunds. Subscription fees and other payments for Services are non-refundable except as expressly provided herein.

1. Payment Terms. We will pay your License Fees within thirty (30) days of the end of each calendar quarter in which such revenue was earned as determined by us with reference to the applicable license agreement, minus Our Fee and Transaction Costs.
2. Payment Vendors. In order to receive License Payments, you may be required to open an account with a designated third-party payment processor (e.g., PayPal, Venmo or Zelle), you must create and maintain an account with that vendor. In doing so, you must comply with that vendor’s terms of service. You must provide all requested information in a timely manner. We will not be responsible for non-payment if you fail to do so. You represent that all information provided by you is accurate, complete, and up-to-date. You agree to promptly update information you previously provided if it becomes inaccurate.
3. ACH. At your election, we may also transmit License Payments via the Automated Clearing House (“ACH”) Network. By providing your bank account information, you authorize us to initiate ACH direct deposit payments to your designated bank account on a quarterly basis, and agree that all ACH payments will be governed by the applicable provisions of the National Automated Clearing House Association (NACHA) Operating Rules and Guidelines. This authorization will remain in effect until you provide written notice of revocation, which must be received at least five (5) business days prior to the next scheduled payment date. You are responsible for providing accurate, current, and complete bank account details. We are not responsible for any delays, misdirected payments or losses resulting from inaccurate or outdated bank information provided by you. In the event of an overpayment, duplicate payment, or erroneous payment, you agree to promptly return the funds upon our request. We reserve the right to reverse or debit your account to recover such amounts, provided we give you prior notice. Either party may terminate this ACH payment arrangement by providing written notice. Termination will not affect payments already processed or obligations incurred prior to the termination date.
4. Vendor Fees. You shall be solely responsible and liable for, and we shall have no responsibility or liability for, any third-party payment processor fees and credit card transaction fees (together, “Vendor Fees”), except as provided herein.
5. Taxes. ​​In certain jurisdictions, tax regulations may require that we collect and/or report information about you, your payments and/or withhold taxes from payouts to you. We will report any information to the relevant tax authority and you as required by law. We may withhold any taxes, duties, charges or levies on payments to you as required by law. We shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority. Under this agreement you are required to provide us with any information necessary for us to fulfill our tax information reporting and tax withholding obligations as required.
6. Currency. All amounts will be paid out in U.S. dollars.

1. Cancellation. You may cancel your Account and any subscription(s) at any time by contacting us at cancel@credtent.org. Your cancellation will take effect at the later of (a) the date we process your cancellation and (b) the end of the current paid subscription term.
2. Termination. We, in our sole discretion, may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
3. Survival. Sections 3, 5, 6 and 10-16 will survive the cancellation or termination of your Account.

1. Access and Use of Services. You represent and warrant that:
   1. You have the legal capacity to comply with these Terms;
   2. You are not a minor in the jurisdiction in which you reside;
   3. All information you provide to us during registration will be true, accurate, current, and complete;
   4. You will maintain the accuracy of such information and promptly update such information as necessary;
   5. You will not use the Services for any illegal or unauthorized purpose, or in violation of any applicable law or regulation;
   6. You will not systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
   7. You will not trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
   8. You will not attempt to impersonate another user or person or use the username of another user; and
   9. You will not use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
2. Your Content and Submissions. For each piece of Your Content in your Submission to or through us, you represent and warrant that:
   1. You have the right to submit your Submission to us and grant the licenses herein;
   2. We will not need to obtain licenses from any third party or pay royalties to any third party with respect to providing Services regarding Your Content;
   3. Your Content, and your Submission and its use for Services, do not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights;
   4. You will not delete the copyright or other proprietary rights notice from Your Content or your Submission;
   5. Your Content and your Submission are not obscene, lewd, lascivious, filthy, violent, harassing, abusive, or defamatory, and does not contain hateful or discriminatory speech, promote or support terror or hate groups, or depict extreme or sexualized violence;
   6. Your Content and your Submission do not exploit or endanger minors;
   7. Your Content and your Submission do not include any offensive material that is connected to race, national origin, gender, sexual orientation, or physical handicap.
   8. Your Content and your Submission complies with these Terms and all applicable laws.

If we inform you that we have determined that Your Content violates subsections (b)(5) through (b)(7) above and, on that basis reject any or all of Your Content, you may send additional information and explanation to safety@credtent.org within 14 days of our providing notice of the rejection. You agree that we have no obligation to accept any Content into Our Corpus.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

IN NO EVENT WILL CREDTENT OR OUR SUBSIDIARIES, AFFILIATES, AND ALL OF OUR RESPECTIVE OFFICERS, AGENTS, PARTNERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $100.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. You expressly agree to reimburse us for any and all losses that we may suffer because of your breach of these Terms, any third party’s intellectual property rights, or applicable law.

The Services may contain (or you may be sent via our website) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that, unless expressly stated in writing, we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

PLEASE READ THIS PROVISION CAREFULLY—YOU ARE AGREEING TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.

There may be instances in which disputes arise between us. You, on the one hand, and Credtent, on the other hand, agree to resolve, by binding individual arbitration, all disputes except for any claim within the jurisdiction of a small claims court consistent with the jurisdictional and dollar amounts that may apply, as long as it is an individual dispute and not a class action.

“Dispute” includes any claim, dispute, action, or other controversy, whether based on past, present, or future events, whether based in contract, tort, statute, or common law, between you and us concerning the Services, or the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms or the formation of this contract, including, without limitation, the arbitrability of any dispute, and any claim that all or any part of this Agreement is void or voidable.

YOU AND CREDTENT AGREE TO WAIVE CLASS ACTION PROCEDURES.

No party will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which any party acts or proposes to act in a representative capacity. You and Credtent agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the applicable arbitrations or proceedings. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all Disputes will be resolved in a court.

1. Small Claims Court. Subject to applicable jurisdictional requirements, you or Credtent may elect to pursue a Dispute in a local small claims court rather than through the informal dispute resolution process described below or arbitration, so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand, the other party may, in its sole discretion, inform the arbitral forum that it chooses to have the Dispute heard in small claims court. At that time, the arbitral forum will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
2. Informal Dispute Resolution. In the event of a Dispute, you and Credtent agree to attempt to avoid the costs of formal dispute resolution by giving each party a full and fair opportunity to address and resolve the Dispute informally. Except for those Disputes eligible to be resolved in small claims court, the claiming party must send to the other party a notice of a Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of a Dispute to Credent, 1822 E. Route 66, Ste #A353, Glendora, CA 91740, Attn: Legal. Credent will send any notice of a Dispute to you at the contact information we have available for you in connection with your Account. You and we will attempt to resolve a Dispute through informal negotiation within sixty (60) days beginning from the date the notice of a Dispute is sent. This informal negotiation requires an individual meet-and-confer in person, or via teleconference or video conference, that addresses only the Dispute between you and us (the “Conference.”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to individually participate. Credtent will participate in the Conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the Conference with respect to a claim, you or we may commence an arbitration proceeding regarding that claim. Nothing in this paragraph is intended to prohibit the parties from engaging in informal communications to resolve the initiating party’s claims before, during, or after any Conference or filing in small claims court. Each party agrees that a court may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
3. Arbitration Process and Rules. If you and we do not resolve a Dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration, except that in no event shall any Dispute brought by either you or us related in any way to the Services be commenced more than two (2) years after the cause of action arose. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, and not state law, governs the interpretation and enforcement of this arbitration agreement. Any demand for arbitration must be filed with the American Arbitration Association (“AAA”) (https://www.adr.org/). The AAA’s Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) will govern all aspects of this arbitration, except to the extent those rules conflict with this agreement. The arbitration will be conducted by a single, neutral arbitrator. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles County, California. You and Credtent agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to either party individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy such party’s claim.
4. Fees. If we initiate an arbitration against you, we will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration, you will be responsible for the nonrefundable initial filing fee and other applicable fees, as required by AAA. AAA sets forth fees for its services, which are available at https://www.adr.org/, If the arbitrator finds that either the substance of a claim or the relief sought violates the representation requirements of Federal Rule of Civil Procedure 11, to the extent permitted by law, the arbitrator shall have the same power to award sanctions consistent with that rule.
5. Settlement Offers and Offers of Judgment. At least ten (10) calendar days before the date set for an arbitration hearing with respect to a Dispute, you or we may serve a written offer of judgment on the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever is first, it shall be deemed withdrawn and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs (including all fees paid to the arbitral forum) from the time of the offer.
6. Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with us, including any revocation of consent or other action by you to end your participation in the Services or any communication with us.
7. Opting Out of Arbitration. You may opt out of this arbitration agreement via mail. If you do so, neither party can force the other party to arbitrate. To opt out, you must notify us in writing no later than thirty (30) calendar days after first becoming subject to this arbitration agreement; otherwise you will be bound to arbitrate Disputes on a non-class basis in accordance with this Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. Your opt-out notice must include your name and address, the email address you used to set up your account, and an unequivocal statement that you want to opt out of this arbitration agreement (and, if applicable, that you want to opt out of the class action waiver). You must mail your opt-out notice to Credtent, 1822 E. Route 66, Ste #A353, Glendora, CA 91740, Attn: Legal. For clarity, opt-out notices submitted via email will not be effective.

If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney.

1. Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.
2. Choice of Forum. You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Los Angeles County, California, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
3. Notice. Credtent may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Services). Notwithstanding the foregoing, notice of any modifications to these Terms shall be effective upon posting an updated version of these Terms on our website or through the Services. You may give notice to Credtent, with such notice deemed given when received by Credtent, at any time by first class mail or pre-paid post to Credtent, 1822 E. Route 66, Ste #A353, Glendora, CA 91740, Attn: Legal. If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.
4. Assignment. You may not assign these Terms without our prior written approval. Any purported assignment by you in violation of this Section shall be void. We may assign any or all of our rights and obligations to others at any time without your consent.
5. Parties’ Relationship. No joint venture, partnership, or employment relationship exists between you and Credtent as a result of these Terms or use of the Services. No agency relationship exists except as expressly provided in these Terms.
6. Severability. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
7. No Waiver. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.
8. Entire Agreement. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us.
9. Communications. By creating an Account, you electronically agree to accept and receive communications from us or third parties providing services to us including via email and text message, and push notifications to the telephone number(s) or email addresses you provided to us. Message and data rates may apply. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. You may change your notification preferences by accessing Settings in your Account. To opt out of receiving text messages from us, you must reply “STOP” from the mobile device receiving the messages. You acknowledge that opting out of receiving all communications may impact your use of the Services. Notwithstanding the foregoing, if we suspect fraud or unlawful activity on your Account, we may contact you using any of the contact information you provided in connection with your Account (including via text or voice-recorded message).

Credtent, Inc.
1822 E. Route 66, Ste #A353
Glendora, California 91740
United States of America
Phone: 626-600-1226
info@credtent.org