read them carefully, please
Terms of Use
1. ACCEPTANCE OF TERMS
(a) Cruz Academy, Inc., a [Texas] corporation (“Cruz”), provides a proprietary online training curriculum for Students, Transfers and Partners (each defined below) seeking training in recruiting (the “Cruz Academy”) and marketplace for Graduates (defined below)and Partners seeking to hire Graduates for recruiting positions (the “Cruz Marketplace”) as well as related job placement services for Graduates and Employers, and it makes such solutions, including this website, online platform, and related services (collectively, the “Service”), available for access or use subject to the terms and conditions in these Terms of Use (the “TOU”). Cruz may, in its sole discretion, update the TOU at any time. You can access and review the most-current version of the TOU at the URL for this page or by clicking on the “Terms of Use” link within the Service or as otherwise made available by Cruz.
(b) PLEASE REVIEW THE TOU CAREFULLY. IT IMPOSES BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS. THE TOU REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU (EACH, A “CLAIM”). YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 24 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
(c) BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THE TOU ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOU, IN WHICH CASE THE TERM “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOU, YOU MAY NOT ACCESS OR USE THE SERVICE, AND YOU MUST UNINSTALL ANY COMPONENTS OF THE SERVICE FROM ANY DEVICE WITHIN YOUR CUSTODY OR CONTROL.
(d) You represent and warrant that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, and of legal age to form a binding contract. You further represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country of residence or any other applicable jurisdiction.
2. Definitions
Any capitalized term used in the TOU that is not otherwise defined in the TOU has the meaning set forth below.
“Employment Terms” means the terms and conditions applicable to an Partner’s employment of a Graduate.
“Graduate” means a Student or Transfer who graduates from the Cruz Academy and thereby gains access to the Cruz Marketplace. If you are a Student or Transfer that graduates from the Cruz Academy and accesses the Cruz Marketplace, then the provisions of the TOU that reference “Graduates” refer to you.
“Partner” means a party that seeks to evaluate Graduates for a Position and/or elects fill a Position or train its employees, in each case as facilitated by the Service. If you seek to evaluate Graduates for a Position and/or elect to fill a Position or train your employees as facilitated by the Service, then the provisions of the TOU that reference “Partner” refer to you.
“Position” means a full-time recruiting position with a Partner that is sought to be filled as facilitated by the Service.
“Student” means a party that elected to complete the Application (defined below) and is accepted as a Student of the Cruz Academy. If you elect to complete the Application and are accepted as a Student of the Cruz Academy, then the provisions of the TOU that reference “Student” refer to you.
“Transfer” means a party with prior employment in recruiting that elected to complete the Application and is accepted as a Transfer to the Cruz Academy. If you elect to complete the Application and are accepted as a Transfer to the Cruz Academy, then the provisions of the TOU that reference “Transfer” refer to you.
3. Other Agreements and terms
(a) In addition to the TOU, your access to and use of the Service are further subject to the Cruz Privacy Policy (“Privacy Policy”) and any usage or other policies relating to the Service posted or otherwise made available to you by Cruz through access to or use of the Service (the Privacy Policy and any such usage or other policies, collectively, “Additional Terms”). The Additional Terms are part of the TOU and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.
(b)You acknowledge and agree that: (i) by accessing or using the Service, Cruz may receive certain information about you, including personal information, and Cruz may collect, use, disclose, store and process such information in accordance with the TOU, including any Additional Terms; and (ii) technical processing and transmission of data, including Your Content (defined in Section 13(a)), associated with the Service may require transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
4. Registration and Account
(a) You may browse and access some parts of the Service without registering, but some features may not be accessible unless you register. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cruz reasonably suspects that you have done so, Cruz may suspend or terminate your account.
(b) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use, and regardless of your knowledge of such use. You shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and upon becoming aware of any unauthorized access to or use of your account or password or any other similar breach of security, you shall promptly notify Cruz.
(c) If your account remains inactive for three months or longer, Cruz reserves the right to suspend or terminate your account, with or without notice to you, and delete Your Content.
5. Transactions Facilitated by the Service
You may use the Service to assist you in obtaining or staffing a Position. While the Service may assist you in performing such functions, neither the Service nor Cruz is a Student, Graduate or Partner. Cruz is not a party to any transaction or agreement between a Graduate and a Partner, including any Employment Terms.
6. STUDENTS, Transfers AND Graduater
(a) Prior to accessing the Cruz Academy as a Student or Transfer, you must complete the application found at the “Application”. By submitting the Application, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Application (the “Application Data”); and (ii) maintain and promptly update the Application Data to keep it true, accurate, current and complete. Cruz reserves the right, in its sole discretion, to accept or reject any Application. Prior to accessing the Cruz Marketplace as a Graduate, you must graduate from the Cruz Academy. Transfers are eligible to graduate from the Cruz Academy via a qualifying exam administered by Cruz via the Cruz Academy.
(b) The cost for Students and Transfers to attend the Cruz Academy and thereby gain access to the Cruz Marketplace is $[XXX] (the “Attendance Fee”). Cruz agrees to waive the Attendance Fee so long as you comply with Section 6(c) below. If you violate the requirements set forth in Section 6(c) below, then you will be required to pay the Attendance Fee. You will pay such Attendance Fee to Cruz within thirty (30) days of Cruz notifying you that you are in breach of Section 6(c).
- as a Student, hereby grant Cruz the exclusive right to represent you, as a Student and Graduate, for recruitment job placement purposes during the Representation Period. The representation period commences on the date of Cruz’s acceptance of Student’s Application and continues until the six (6) month anniversary thereof (the “Initial Representation Period”). Upon expiration of the Initial Representation Period, the representation period shall automatically renew for additional successive thirty (30) day representation periods unless either party provides the other written notice of renewal at least seven (7)] days prior to the end of the then-current representation period (together with the Initial Representation Period, the “Representation Period”). Unless Cruz otherwise consents in writing, Student agrees, during the Representation Period (i) to allow all inquiries, solicitations, interviews and meetings with potential employers to go through Cruz; (ii) not to pursue any employment leads other than through Cruz; (iii) not to make inquiries, contact, or accept a position from a Partner or other client of Cruz within six (6) months of the end of the Representation Period, unless Cruz is involved in such inquiries, contact or acceptance of a position and receives a placement fee from the Partner or client therefor; and (iv) not to grant the right of representation to any other party, person or company;
- as a Transfer, agree not to, directly or indirectly, solicit, participate in the solicitation of, or promote the solicitation of, any Partner except as through Cruz under this Agreement; and
- as a Student or Transfer, represent and warrant that the foregoing agreement does not violate any other agreement to which you are a party or by which you are otherwise bound.
(d) Students and Transfers who receive access to the Cruz Academy will have ninety (90) days to graduate from the same. If a Student or Transfer does not graduate from the Cruz Academy within ninety (90) days of being granted access thereto, the Student’s or Transfer’s account will be terminated (and all progress towards completion lost) and Student or Transfer must reapply pursuant to Section 6(a) in order to regain access to the Cruz Academy.
7. PARTNERS
(a) Placements.
- Partners may elect to access and use the Service in order to fill a Position. The placement fee for any Position filled as facilitated by the Service is $[XXX] unless otherwise mutually agreed upon by the parties at the time you elect to use the Service to facilitate the fulfillment a Position (the “Placement Fee”). By using the Service to facilitate filling a Position, you agree to pay Cruz the applicable Placement Fee. Invoices for Placement Fees will be submitted to Partner by Cruz on the start date of the Graduate placed in the Position with Partner (“Placed Employee”) and shall be paid to Cruz within thirty (30) days of the invoice date.
- If a Placed Employee’s employment is terminated (with the exception of company-wide layoffs or downsizing) or a Placed Employee voluntarily resigns (a “Departure”) within the first thirty (30) days of employment, then Cruz will replace such Placed Employee with a different Graduate. In order for Partner to be eligible for a replacement Graduate under this Section 7(b), Partner must have paid all outstanding Placement Fees to Cruz and must notify Cruz of the Departure in writing within five (5) business days.
- During the twelve (12) months immediately following Partner’s election to fill a Position as facilitated by the Service, Partner agrees that it shall not, directly or indirectly solicit, participate in the solicitation of, or promote the solicitation of, any Graduate except as through Cruz under this Agreement. In the event that Partner shall violate this Section 7(c), Client agrees to pay to Cruz the applicable Placement Fee.
(b) Training.
- Partners may elect to access and use the Service in order to train their employees via the Cruz Academy. The training fee for each employee attending the Cruz Academy is equal to $[XXX] (the “Training Fee”). By accessing and using the Service for training, you agree to pay Cruz the applicable Training Fee(s). Invoices for Training Fees will be submitted to you by Cruz at the time you elect to access and use the Service for training the applicable employee(s) and shall be paid to Cruz within thirty (30) days of the invoice date. The first two sentences of Section 6(a) and Sections 6(d) and 6(e) shall apply to Partner employees attending the Cruz Academy in the same way that they apply to Students.
- Partner will cause all employees attending the Cruz Academy to abide by the terms and conditions of this TOU. Any action or omission of such employees which, if attributable to Partner would constitute a breach of this TOU by Partner, will be deemed to be a breach of this TOU by Partner.
Cruz may provide Client with Head of Talent and/or Interim Sourcing Manager consulting services pursuant to separate agreement as mutually agreed on by the parties. Head of Talent services are focused on headcount strategy, planning and forecasting, building recruiting infrastructure and process, hiring and standing up internal or external recruiting teams. Interim Sourcing Manager services are focused on building and training quality, consistent, productive resources and ensuring that the hiring process is optimized for speed and quality.
8. Cruz Fees
(a) Some features of the Service are free to use, but fees may apply for subscriptions, premium features and other components, such as fees for using the Service to attend the Cruz Academy, access the Cruz Marketplace or fill a Position. If there is a fee listed for any portion of the Service, by accessing or using that portion, you agree to pay the fee. Cruz reserves the right to change such fees at any time in its sole discretion. Your access to the Service may be suspended or terminated if you do not make payment in full when due.
9. SMS and Text Messages
Some portions of the Service may allow you to provide Cruz with your phone number for receipt of certain transaction, marketing and other communications via SMS from Cruz. By providing your phone number, you consent to receipt of such communications at the number provided. Consent is not a condition of any purchase. Message and data rates may apply. Message frequency varies. Reply HELP for help or STOP to cancel.
10. Grant of Rights
(a) Cruz grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to: (i) access and view pages within the Service; and (ii) access and use any online software, application and other similar component within the Service, to the extent that the Service provides you with access to or use of such component, but only in the form made accessible by Cruz within the Service.
(b) All rights granted to you under the TOU are subject to your compliance with the TOU, including all Additional Terms, in all material respects.
11. Third-Party Components
Some components of the Service may be provided with or incorporate third-party components licensed under open source license agreements or other third-party license terms (collectively, “Third-Party Components”). Third-Party Components are subject to separate terms and conditions set forth in the respective license agreements relating to such components.
12. External Materials and Third-Party Services
The Service or users of the Service may provide links or other connections to third-party websites or resources. Cruz does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies, and access to or use of External Materials may be subject to payment of applicable third-party fees. You are responsible for reviewing and complying with such terms of use and privacy policies.
13. RESPONSIBILITY FOR CONTENT
(a) All information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Cruz, are entirely responsible for all Content that you or your employees upload, post, email, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not Cruz, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service (“User Content”).
(b) Cruz has no obligation to pre-screen Content, although Cruz reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, Cruz shall have the right to remove any Content that violates the TOU.
(c) You represent and warrant that: (i) you have all necessary rights and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of another party.
14. RIGHTS TO CONTENT
(a) O CONTENT
Cruz does not claim ownership of Your Content. However, you hereby grant Cruz and its service providers a worldwide, royalty-free, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to and use of the Service to you and other users; and (ii) monitor and improve the Service. To the extent you have made any portion of Your Content accessible to others through the Service, Cruz may continue to make that portion of Your Content accessible to others through the Service even after: (1) termination of the TOU pursuant to Section 22; or (2) you have deleted your account or that portion of Your Content from your account.
(b) As between Cruz and you, Cruz owns all rights, title and interest (including all intellectual property rights) in the Service and all improvements, enhancements or modifications thereto, including all Content and other materials therein (except with respect to Your Content). The Service is protected by United States and international copyright, patent, trademark, trade secret and other intellectual property laws and treaties. Cruz reserves all rights not expressly granted to you.
(c) You acknowledge and agree that Cruz may collect or generate Aggregate Data (defined below) in connection with providing you with access to and use of the Service, and you hereby grant Cruz a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable right and license to create, collect, use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data (in any form and any medium, whether now known or later developed) for any lawful purpose. “Aggregate Data” means Your Content or any data generated through your access to or use of the Service that has been aggregated or de-identified in a manner that does not reveal any personal information about you and cannot reasonably be used identify you as the source or subject of such data.
15. User CONDUCT
In connection with your access to or use of the Service, you shall not (subject to the limited rights expressly granted to you under Section 10):
(a) upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) any Applicable Law (defined in Section 25) or contractual or fiduciary obligation prohibits you from making available (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any copyright, patent, trademark, trade secret or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses, malware or any other code, files or programs designed to interrupt, destroy, limit the functionality of, make unauthorized modifications to, or perform any unauthorized actions through any software or hardware; or (vi) consists of information that you know or have reason to believe is false, inaccurate or misleading;
(b) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service (except for Your Content);
(c) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service;
(d) remove or obscure any proprietary notice that appears within the Service;(e) access or use the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any other products or services offered by Cruz;(f) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose;
(g) impersonate any person or entity, including Cruz personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(h) forge or manipulate identifiers, headers or IP addresses to disguise the origin of any Content transmitted through the Service or the location from which it originates;
(i) act in any manner that negatively affects the ability of other users to access or use the Service;
(j) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
(k) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(l) frame or utilize any framing technique to enclose the Service or any portion of the Service (including Content);
(m) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Service, or substantially download, reproduce or archive any portion of the Service;
(n) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including your user account or password; or
(o) violate any Applicable Law.
16. Suggestions
If you or your employees elect to provide or make available to Cruz any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), you hereby grant Cruz a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make or have made Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
17. MODIFICATIONS TO The Service and Beta Access
(a) Subject to any Additional Terms, Cruz reserves the right to modify, suspend or discontinue the Service or any product or service to which it connects, with or without notice, and Cruz shall not be liable to you or to any third party for any such modification, suspension or discontinuance.
(b) Cruz may, in its sole discretion, from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service or related products or services (collectively, “Updates”). Cruz may develop Updates that require installation by you before you continue to access or use the Service or related products or services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.
(c) The Service may experience temporary interruptions due to technical difficulties, maintenance or testing, or Updates, including those required to reflect changes in relevant laws and regulatory requirements. Cruz has no obligation to provide any specific content through the Service.
(d) Your access to or use of the Service may be part of a beta test or otherwise involve access to or use of a component that has not been fully tested, audited or validated, as designated within the Service (each, a “Beta Component”). You acknowledge and agree that: (i) each Beta Component is a beta test version of software that has not been fully tested, audited or validated and may contain bugs, defects, vulnerabilities and errors (collectively, “Errors”); (ii) the Beta Component may not contain functions or features of that Cruz may make available as part of a general availability version of the component; (iii) Cruz has no obligation to resolve any Error or otherwise provide maintenance or support for the Beta Component; and (iv) you access or use a Beta Component solely at your own risk.
18. INDEMNIFICATION
You agree that Cruz shall have no liability for and you shall indemnify, defend and hold Cruz and its affiliates, and each of their officers, directors, employees, agents, partners, business associates and licensors (collectively, the “Cruz Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, arising from or relating to: (a) Your Content; (b) your violation of the TOU, Applicable Law, or any rights (including intellectual property rights) of another party; (c) your dealings with other users and/or third-parties; or (d) your access to or use of the Service.
19. No Professional Advice or Fiduciary Duties
All information provided in connection with your access to and use of the Service should not and may not be construed as professional advice. You should not take or omit any action in reliance on any information obtained through the Service or that Cruz makes available. You are solely responsible for verifying the accuracy, completeness and reliability of any such information. Before you make any financial, legal or other decisions involving your access to or use of the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The TOU is not intended to, and does not, create or impose any fiduciary duties on Cruz. Without in any way limiting the foregoing, you are responsible for reviewing and understanding any Employment Terms to which you are a party.
20. DISCLAIMER OF WARRANTIES
(b) THE CRUZ PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE. CRUZ URGES USERS TO CONDUCT SUCH INVESTIGATION AS IT DEEMS NECESSARY TO VERIFY GRADUATE OR PARTNER INFORMATION OR TO OBTAIN SUCH OTHER INFORMATION AS IT MAY DEEM RELEVANT.
21. LIMITATION OF LIABILITY
(c) CERTAIN STATE 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, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
22. TERMINATION
23. Governing Law
24. BINDING ARBITRATION AND CLASS ACTION WAIVER
(a) ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(d) Notwithstanding anything to the contrary, you and Cruz may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 24.
(e) If Cruz implements any material change to this Section 24, such change will not apply to any Claim for which you provided written notice to Cruz before the implementation of the change.
25. Legal Compliance
You shall comply with all Applicable Laws in all material respects in connection with your access to or use of the Service. “Applicable Law” means all applicable laws and regulations, including Anti-Corruption/AML Laws, Export Control and Import Laws and the Prohibited Party List. “Anti-Corruption/AML Laws” means all applicable anti-corruption, “know your customer,” anti-bribery, anti-kickback, anti-money laundering, anti-terrorist financing, anti-fraud, anti-embezzlement and similar laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977 as amended (15 U.S.C. §§78dd-1, et seq.), the U.S. Travel Act, the U.S. Domestic Bribery Statute contained in 18 U.S.C. § 201, and the USA PATRIOT Act. “Export Control and Import Laws” means all applicable export control and import laws, and all applicable laws governing embargoes, sanctions and boycotts, including the Arms Export Controls Act of 1976 (22 U.S.C. Ch. 39); the International Emergency Economic Powers Act (50 U.S.C. §§1701 et seq.); the Trading with the Enemy Act (50 U.S.C. app. §§1 et seq.); the International Boycott Provisions of Section 999 of the Internal Revenue Code; the International Traffic in Arms Regulations (22 C.F.R. §§120 et seq.); the Export Administration Regulations (15 C.F.R. §§730 et seq.); the laws administered by the Office of Foreign Assets Control of the United States Department of the Treasury or the United States Customs and Border Protection; and all rules, regulations and executive orders relating to any of the foregoing. “Prohibited Party List” means any U.S. government list of parties with whom companies and other entities are prohibited from transacting business, including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, Sectoral Sanctions Identification List, Denied Persons List, Entity List and Unverified List, each as may be maintained and updated by U.S. Treasury Department’s Office of Foreign Assets Control or the Bureau of Industry and Security of the U.S. Department of Commerce.
26. United States Government Entities
This section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOU with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (i) agreement by the United States Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.
27. NO THIRD-PARTY BENEFICIARIES
You acknowledge and agree that there are no third-party beneficiaries to the TOU, except for the Cruz Parties.
28. Procedure for Making Claims of Copyright Infringement
If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide Cruz’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Cruz’s Agent for Notice of Copyright Claims can be reached as follows:
Cruz Recruit
Attn: Agent for Notice of Copyright Claims
2002 E 7th St. Unit 229
Austin, Texas 78702
Phone: [phone number]
Email: [email address]
29. California Users And Residents
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, by telephone at (800) 952-5210, or as otherwise set forth at https://www.dca.ca.gov/about_us/contactus.shtml (or a successful URL).
30. GENERAL PROVISIONS
The TOU (together with the Additional Terms) constitutes the entire agreement between you and Cruz concerning your access to and use of the Service. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Cruz with respect to such subject matter. In the event of any conflict between or among the TOU and any Additional Terms, the TOU will take precedence and govern. The TOU may not be amended by you except in a writing executed by you and an authorized representative of Cruz. For the purposes of the TOU, the words “such as,” “include,” “includes” and “including” will be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOU without the prior written consent of Cruz. Cruz may assign or delegate any of its rights or obligations under the TOU without your consent. The failure of Cruz to exercise or enforce any right or provision of the TOU will not constitute a waiver of such right or provision. If any provision of the TOU is held to be invalid or unenforceable under Applicable Law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by Cruz hereunder due to any act of god, fire, casualty, flood, war, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental entity, epidemic, pandemic, public health crisis, destruction of production facilities, insurrection or any other cause beyond Cruz’s reasonable control will excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.
