Crunchafi

Crunchafi Subscription Services Agreement

The Crunchafi Subscription Services Agreement, effective June 25, 2025, outlines the terms under which Customers and their End Users may access and use Crunchafi's subscription services for internal business purposes, including payment obligations, intellectual property protections, restrictions on service use and distribution, and compliance with the Acceptable Use Policy, with the Agreement prevailing over conflicting terms.

Effective date: June 25, 2025

This Subscription Services Agreement governs each Order Form signed by Crunchafi LLC and its Affiliates (“Crunchafi”) and the Customer (“Customer”). The Agreement is effective as of the Order Form Effective Date signed by the Parties. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

1. Agreement

  • This Agreement describes the terms governing Customer’s subscription to Crunchafi services, including updates and new releases (the “Services”).
  • No oral or written agreement or understanding that modifies this Agreement is binding unless made in writing and signed by Crunchafi’s authorized representative.
  • Customer’s use of the Services constitutes acceptance of this Agreement. Any additional or different terms from Customer are deemed rejected unless expressly accepted in writing by Crunchafi.
  • Customer shall pay Crunchafi in accordance with the applicable Order Form.

2. Customer's Rights to Use the Services

  • The Services are protected by intellectual property laws. Subject to compliance, Customer and its End Users may use the Services for internal business purposes as agreed in the Order Form.
  • Customer is responsible for End Users’ acts and omissions. Each End User must accept the Acceptable Use Policy (Appendix 1). In case of conflict, this Agreement prevails over the Acceptable Use Policy.
  • Customer and End Users must not:
    • Provide access to the Services to third parties, except as provided herein.
    • Reproduce, modify, copy, sell, trade, lease, rent, or resell the Services, except as provided herein.
    • Decompile, disassemble, or reverse engineer the Services.
    • Make the Services available on file-sharing or application hosting services or use them to create or procure competing products or services.

3. Content and Use of the Services

3.1 Responsibility for Content and Use

  • "Content" means any data, information, materials, text, graphics, or images uploaded, posted, or stored by Customer or End Users in the Services.
  • By making Content available, Customer grants Crunchafi a worldwide, royalty-free, non-exclusive license to use Content solely to provide the Services. Crunchafi will maintain reasonable security measures.
  • Customer agrees not to use or allow use of the Services to upload, post, distribute, or transmit:
    • Illegal, fraudulent, defamatory, obscene, or objectionable information or communications.
    • Content impersonating others, breaching privacy, or creating safety risks.
    • Unsolicited commercial communications, except as permitted by Crunchafi.
    • Viruses or harmful code.
    • Content Customer does not own or have rights to use.

3.2 Restricted Use

  • Customer and End Users must not engage in activities that are objectionable, illegal, violate others’ rights, or could harm Crunchafi’s reputation or create liability, including:
    • Unauthorized access or interference with the Services or third-party systems.
    • Interference with others’ use of the Services.
    • Unauthorized collection or use of personal/confidential information.
    • Using the Services to create or promote competing products or services.
    • Attempting to breach Crunchafi’s security.

3.3 Monitoring

  • Crunchafi may monitor access to or use of the Services or Content to operate the Services, ensure compliance, and comply with law. Crunchafi may remove or disable Content deemed unacceptable or in violation of this Agreement.

3.4 Use of Aggregated Data

  • Crunchafi may create and use anonymized or aggregated data related to the Services or Customer’s use, provided it does not identify Customer or individuals, for product improvement and business purposes.

4. Crunchafi Intellectual Property

  • Crunchafi and its licensors retain all rights, title, and interest in the Services and software, including modifications and intellectual property rights. Customer may not use Crunchafi’s trademarks or logos without written permission.
  • Customer grants Crunchafi a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use feedback provided by Customer or End Users.

5. Crunchafi Testing Account

  • A "Testing Account" is for testing the Services free of charge, only during the term specified in the Order Form, and not for production use. Crunchafi may terminate a Testing Account at any time.
  • Services provided for a Testing Account are “AS-IS” without warranty. Crunchafi’s liability for Testing Accounts is limited to $100 unless otherwise required by law.

6. Confidential Information

  • "Confidential Information" includes all non-public information relating to a party or its business operations, except information that is already known, public, rightfully received from a third party, or independently developed.
  • Receiving Party must treat Confidential Information as private, use it only for the Agreement, not disclose it except to those with a need to know under similar confidentiality obligations, and use commercially reasonable efforts to protect it. Crunchafi will notify Customer if required to disclose Customer’s Confidential Information.

7. Additional Terms

  • Crunchafi does not provide professional advice (legal, financial, tax, healthcare, real estate, etc.).
  • Crunchafi may send required communications via email or website postings.
  • Customer is responsible for managing passwords and for all actions under its accounts. Services may be updated periodically.
  • Either Party may use the other’s name/logo in advertising with written consent, subject to logo guidelines.

8. Warranties and Disclaimer of Warranties

  • Crunchafi warrants that Services will be performed professionally and in accordance with documentation.
  • Except as described, Services are provided "AS IS." Crunchafi and its suppliers disclaim all other warranties, including fitness for a particular purpose, title, merchantability, non-infringement, and accuracy. Implied warranties are limited to 60 days from purchase or delivery.
  • Crunchafi does not warrant that use of the Services will ensure legal compliance.

9. Limitations of Liability

  • The maximum liability of either Party for all claims is the lesser of 12 months of subscription fees or $100,000. Neither Party is liable for indirect, special, incidental, exemplary, punitive, or consequential damages, or for certain types of losses (e.g., data loss, business interruption), except as otherwise set forth. Limitations do not apply to breaches of Section 3, IP infringement, payment obligations, or Crunchafi’s breach of confidentiality. Claims related to confidentiality are limited to two times the fees. Claims must be made within two years.
  • Crunchafi is not liable for claims caused by Customer’s modifications, combinations, unique specifications, third-party software, misuse, or negligence.

10. Indemnity

  • Customer Indemnification: Customer will indemnify Crunchafi for third-party claims arising from Customer’s violation of Section 3 or Crunchafi’s use of Customer Content.
  • Crunchafi Indemnification: Crunchafi will indemnify Customer for third-party claims that the Services infringe intellectual property rights. Crunchafi may replace or terminate infringing Services and refund pro-rated fees.
  • Procedures: Indemnification is conditioned on prompt notice, sole control of defense, cooperation, and no breach of the Agreement by the indemnified Party.

11. Changes

  • Crunchafi may change or discontinue any part of the Services, provided there is no material degradation in functionality.

12. Termination and Suspension

  • Either Party may terminate for cause if the other becomes insolvent, ceases operations, assigns rights without consent, or breaches the Agreement and fails to cure within 30 days. Crunchafi may retain prepaid fees if it terminates for cause.
  • Crunchafi may terminate or suspend access immediately if it suspects violation, fraud, misuse, or to protect the Services.
  • Upon termination, Customer and End Users must stop using the Services, and outstanding payments become due. Certain sections survive termination.
  • Customer may export Content during the term. Upon termination, access and ability to download Content ceases, and data is deleted except as required for records or backups.

13. Export Restrictions

  • Customer agrees to comply with all applicable US export control laws and regulations and not to export or make available products or technical data in violation of these laws.

14. Governing Law

  • The Agreement is governed by the laws of Wisconsin. Litigation must be brought in courts located in Milwaukee, Wisconsin.

15. Miscellaneous

  • Entire Agreement: This is the entire agreement and replaces all prior agreements regarding its subject matter.
  • Severability: If any part is invalid, the rest remains enforceable.
  • The UN Convention on Contracts for the International Sale of Goods does not apply.
  • Assignability: Either Party may assign to an affiliate, successor, or via asset sale, but not to a competitor without written approval.
  • Force Majeure: Crunchafi is not liable for delays or failures due to causes beyond its control, including acts of God, government, war, labor disturbances, or internet issues.
  • Independent Contractor: Each Party is an independent contractor and not authorized to bind the other.
  • Third-Party Products: Third-party products may be subject to their own terms.
  • Notice: Notices must be in writing and delivered as specified in the Agreement.
  • Contact Information: For questions, contact Crunchafi at legal@crunchafi.com.

Appendix 1 - Acceptable Use Policy (AUP)

  1. 1.

    General Terms

    • The AUP is effective as of the date the End User first receives access to Crunchafi online services and software.
    • Crunchafi and End User are each a “Party” to the AUP.
  2. 2.

    Prohibited Use

    • Crunchafi grants the right to use the Services exclusively to authorized End Users. The AUP allows access and use subject to restrictions and conditions of use.
    • (a) As an End User, you will receive a user ID and password

Note: The remainder of the Acceptable Use Policy is not included in the provided content excerpt.