Terms of Service

These Terms of Service and all other legal documents incorporated by reference (collectively, the “Terms”) set forth the legal contract between each visitor (“User” or “you” or “your”) and CritiqueLabs.com, Inc. d/b/a CritiqueLabs.com (“CritiqueLabs.com,” “we,” or “us”) with respect to access to and use of its internet properties including, without limitation, www.CritiqueLabs.com, microsites, mobile websites, mobile applications, and any other digital services or properties operated or used by CritiqueLabs.com from time to time (collectively referred to as the “Site”).

By using the Site you acknowledge and represent that you (i) have read these terms and our Privacy Policy (which is hereby incorporated by reference) (ii) understand them, (iii) accept and agree to be bound by them, (iv) are able to form legally binding contracts, and (v) agree to comply with all laws and regulations (including any policies of your company) applicable to you, to the use of the Site, and/or the internet. If you do not agree to any of the terms below, we are unwilling to grant you access to the Site.

Some of CritiqueLabs.com’s other sites, services and tools may have additional terms that we provide to you when you use those sites, services or tools. Such additional terms are hereby incorporated by reference.

1. USERS.
   1. Visitors. Visitors may browse the Site in accordance with these Terms, but CritiqueLabs.com reserves the right not to grant full access to certain services (which may include but are not limited to contributing or accessing certain Content, posting comments or signing up for special services) without first becoming “Registered Users.”
   2. Registered Users. In order to access and use certain of the services that may be available only to Registered Users (if any), you will be required to set up an “Account” directly with CritiqueLabs.com and/or to set up certain Login information. If we request you to set up your Account, you will be required to select a user ID (“User ID”) and password to access such Account. Please note that you may not transfer to or share Your Account with other persons or entities, and you are solely responsible for maintaining the confidentiality of Your Account. You are solely responsible for any and all use of Your Account and all activities that occur under or in connection with it. You agree (i) to be responsible for any act or omission of any users accessing the Site under your Account that, if undertaken by you, would be deemed a violation of these Terms, and (ii) that such act or omission shall be deemed a violation of these Terms by you. Please notify us immediately if you become aware that Your Account is being used without authorization. By registering another person, group or entity than yourself you hereby represent that you are authorized to do so.

You warrant and represent that all information you may provide to us as part of your registration is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the Site (or any portion thereof).

1. OWNERSHIP
   1. Content. The content of the Site includes, without limitation, (i) CritiqueLabs.com’s (and/or one or more of its affiliates’) trademarks, service marks, logos, brands, and brand names, trade dress, trade names and other distinctive identification, and all associated goodwill (collectively “CritiqueLabs.com Marks”); (ii) interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork (“Our Technology”); (iii) any writings, essays, articles, analyses, white papers, blogs, notes, message boards postings, surveys, polls (and including their information (personal or otherwise), photos, images, text, comments, and other elements and materials), in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise; and (iv) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, ‘Look and Feel’, and arrangement of any content contained in or available through the Site (the items identified in subsections (i), (ii), (iii) and (iv) shall be collectively referred to herein as “CritiqueLabs.com Content”). CritiqueLabs.com Content is the property of the CritiqueLabs.com, its affiliates, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any CritiqueLabs.com Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from CritiqueLabs.com or the owner of such content if CritiqueLabs.com is not the owner. For reprints, contact CritiqueLabs.com. Any use of the CritiqueLabs.com Marks without CritiqueLabs.com’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the CritiqueLabs.com Content, including any such notices appearing on any CritiqueLabs.com Content you are permitted to download, transmit, display, print, or reproduce from the Site. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site.
   2. Disclaimer. Notwithstanding the foregoing, CritiqueLabs.com does not endorse any content or articles by any of it licensors or contributors, or any opinion, recommendation, or advice expressed therein, and CritiqueLabs.com expressly disclaims any and all liability in connection with content. You understand that CritiqueLabs.com is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content.
2. YOUR ACCESS AND USE OF THE SITE
   1. Your Use of the Content. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the Site conditioned on your continued acceptance of, and compliance with, these Terms. CritiqueLabs.com grants you a limited license to access, print, download or otherwise make personal use of the Content for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content. You may not modify the Content or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Content, or transfer the Content to another person or entity. Except as otherwise permitted under the copyright laws of the United States of America, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content as permitted by these Terms, is permitted by you without the express prior written permission of CritiqueLabs.com, which permission may be withheld in CritiqueLabs.com’s sole discretion. CritiqueLabs.com reserves the right to bar, restrict or suspend any user’s access to the Site, and/or to terminate this license at any time for any reason. CritiqueLabs.com reserves any rights not explicitly granted in these Terms.
   2. Restrictions on Use. The rights granted to you by these Terms will remain in force only for so long as these Terms remain in effect. You may not resell or sublicense access to the Site to any third-party. You may not modify or create any derivative product based on the Site. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Site is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code. You agree not to use the Site to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt the services or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site. Without our written consent, you may not (i) use any high volume, automated, or electronic means to access the Site (including, without limitation, robots, spiders or scripts); or (ii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You promise that any information about yourself that you voluntarily provide to us will be true, accurate, complete and current.
   3. Feedback. Your “Feedback” (meaning means any information you provide to us about the Site, as a comment or evaluation) is welcomed and encouraged. You agree, however, that (i) in the event you are allowed to transmit, submit or post information to the Site, you automatically grant CritiqueLabs.com (and its affiliates and assigns) a worldwide, fully-paid, royalty-free, right and license to use, copy, format, adapt, publish and/or incorporate any or all such information on an anonymous basis in any media whatsoever, including, without limitation, the Content; (ii) by submitting unsolicited ideas to CritiqueLabs.com, you automatically forfeit your right to any intellectual property rights in those ideas; and (iii) unsolicited ideas submitted to CritiqueLabs.com or any of its employees or representatives automatically become the property of CritiqueLabs.com. You agree that any Feedback you provide at the Site shall be deemed to be non-confidential. CritiqueLabs.com shall be free to use such information on an unrestricted basis. You agree not to take any action that may undermine any Feedback or ratings systems that we establish as part of the Services. This includes not displaying, importing, exporting or using any Feedback information off of the Site, regardless of purpose.
   4. Use of Message Boards, Blogs and Public Forums. The Site may act as a venue through its blogs, messaging, chat rooms, bulletin boards and other forums (collectively, the “Forums”), allowing the users of the Site to contribute information and make statements (all of this, part of your Feedback). CritiqueLabs.com is not involved in the actual postings or contributions made by users in the Forums. As a result, CritiqueLabs.com does not approve or endorse any postings or contributions in the Forums, and you hereby acknowledge and agree that CritiqueLabs.com has no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any postings or contributions provided by you or any other person or entity in the Forums. You may find postings or contributions posted in the Forums by other users to be offensive, harmful, inaccurate or deceptive. Please use caution and common sense, and do not rely solely on postings or contributions published in the Forums. Without limiting the generality of the foregoing, and although CritiqueLabs.com does not regularly review postings or contributions provided for in the Forums, CritiqueLabs.com reserves the right, but not the obligation, to remove or edit any postings or contributions in the Forums. Immediately report problems with the Forums to CritiqueLabs.com at blog@CritiqueLabs.com.
3. THIRD-PARTY OFFERINGS

You may be able to access websites, content or services provided by third-parties through links that are made available on the Site, including but not limited to voluntarily sharing some of your information from the Site in social media sites, and ‘liking’ our Site in social media outlets. Additionally, from time to time CritiqueLabs.com may refer you to one or more of our business partners who make available products or services through their respective websites or by other means (e.g., by mail or otherwise). We refer to all such other websites, content, services and products as “Third-Party Offerings.” For example, we may permit third parties with related services to link their products and services on the Site, and those links may redirect you to the webSite of the third parties. Unless we otherwise inform you on the Site, your use of any such Third-Party Offerings is not required in order to access and/or use the Site. If you elect to use such Third-Party Offerings, and/or if you elect to ‘click’ on a link or button, you understand that (a) you will be leaving our Site and (b) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use, download content from or purchase any Third-Party Offerings. The fact that we link to a third party website or service is not an endorsement or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices or their compliance with laws. We do not exercise control over third party websites or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate. You agree that CritiqueLabs.com is not responsible for nor will it be liable to you or any third party for your interaction with such third parties.

1. TERM AND TERMINATION

These Terms will become effective and binding when you use the Site, when you voluntarily provide any information about yourself to us, or when you indicate your agreement by following any instructions we place on the Site (such as buttons labeled “I Agree”). You do not need to inform us if you wish to stop using the Site. We reserve the right to terminate these Terms and your access to the Site at any time without notice. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. The provisions of sections B, C(2), last sentence of E, F, and G will survive the termination of these Terms.

1. Disclaimers, Limitations and Exclusions of Liability
   1. No Warranties. THE SITE AND ALL CONTENT RELATED TO THE FOREGOING ARE PROVIDED ‘AS IS.’ TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CritiqueLabs.com AND ITS SUPPLIERS AND AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. CritiqueLabs.com AND ITS AFFILIATES DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR -FREE OR VIRUS FREE. THE SUBMISSION OF ANY PERSONAL INFORMATION AND THE DOWNLOAD OF ANY CONTENT THROUGH THE CritiqueLabs.com SITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH CONTENT OR FROM RELIANCE UPON SUCH CONTENT, AND YOU ARE ADVISED TO MAINTAIN OFFLINE BACKUP COPIES OF ALL CONTENT. CritiqueLabs.com IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS. CritiqueLabs.com DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE. NO REPRESENTATION OR WARRANTY IS MADE THAT THE SITE PROVIDE COMPREHENSIVE OR ACCURATE INFORMATION. WE RESERVE THE RIGHT TO FILTER, MODIFY OR REMOVE CONTENT, MEDIA, INFORMATION OR ANY OTHER MATERIAL FROM THE SITE.
   2. Limitation Of Liability. USE OF THE CritiqueLabs.com SITE AND ANY CONTENT IS AT YOUR OWN RISK. IN NO EVENT WILL CritiqueLabs.com OR ITS SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH THESE TERMS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF CritiqueLabs.com WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CritiqueLabs.com TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS EXCEED ONE HUNDRED U.S. DOLLARS (U.S.D. $100.00). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND CritiqueLabs.com RELATING TO THE PROVISION OF THE SITE AND ANY CONTENT TO YOU, AND CritiqueLabs.com WOULD NOT PROVIDE ACCESS TO THE SITE TO YOU WITHOUT THIS LIMITATION. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR DELETION OF CONTENT.
   3. Indemnification. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless CritiqueLabs.com, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site; (ii) your violation of any term of these Terms; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and your use of the Site.
2. Miscellaneous Matters
   1. Privacy. In the course or accessing and/or using the Site, we may obtain information about you. All uses of your personal information will be treated in accordance with our Privacy Policy, which forms an integral part of these Terms. If you use the Site you are accepting the terms and conditions of our Privacy Policy, as may be amended from time to time. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Site.
   2. Copyrights. CritiqueLabs.com does not permit copyright infringing activities and infringement of intellectual property rights on the Site, and CritiqueLabs.com will remove Content if properly notified that such Content infringes on another’s intellectual property rights. CritiqueLabs.com reserves the right to remove Content without prior notice.

If you believe that you have any right, title or interest in or to any materials or other information, including without limitation, data, images, video, text, articles, or any other information, and/or any intellectual property rights thereof (the “IP”), that is located within the Site without your prior consent, please provide us with the following: (i) a description of such IP; (ii) details of where such IP is located within the Site; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that you have a good faith belief that such IP is located within the Site without your prior consent.

1. 1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CritiqueLabs.com without restriction.
   2. Modifications to Terms. We may change these Terms from time to time. Any such changes will become effective when posted on the Site. If you object to any such changes, your sole recourse will be to cease using the Site. Continued use of the Site following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes.
   3. Modifications to Services. We reserve the right to modify the Site at any time without notice. If you object to any changes to the Site, your sole recourse will be to cease using them. Continued use of the Site following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site as so modified. We also reserve the right to discontinue the Site at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Site.
   4. Legal Disputes. These Terms will be subject to and construed in accordance with the laws of the Commonwealth of Virginia, United States of America excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against CritiqueLabs.com must be resolved exclusively by a state or federal court located in the Commonwealth of Virginia, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Alexandria, Virginia for the purpose of litigating all such claims or disputes.
   5. Arbitration. For any claim (i) raised by a resident of a country other than the United States of America; or (ii) where the total amount of the award sought is less than ten thousand dollars ($10,000.00), you agree that CritiqueLabs.com may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event CritiqueLabs.com elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through an established alternative dispute resolution (“ADR”) provider chosen by CritiqueLabs.com. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.
   6. General Agreement. You agree to comply with all laws, rules and regulations that apply to your use of the Site. If you are located outside the United States of America and choose to provide information to CritiqueLabs.com, you acknowledge and agree that the information may be processed and transferred in the United States of America. Your submission of information represents your agreement to this. These Terms, together with the Privacy Policy and any other legal notices published by CritiqueLabs.com on the Site, shall constitute the entire agreement between you and CritiqueLabs.com concerning the Site. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and CritiqueLabs.com’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms shall remain in full force and effect. You agree that any claim or cause of action related to the Site and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
   7. Contact Information. If you have any questions or concerns regarding these Terms or the Site, please visit our “Contact Us” page. Please report any problems, offensive content, policy violations and/or abuse to us at hello@critique.global.