Terms and Conditions of Use

These terms and conditions of use (“Terms of Use“) govern Your access and use of the 360 Crue (“360 Crue”) Website located at 360crue.com (The “Website”) and all services provided through or in connection with the Website. Additionally, related documents that apply to Your access and use of this Website and/or services provided in connection therewith are expressly incorporated into these Terms of Use and may be directly accessed by clicking on the following links:

I. General Terms

360 Crue owns and operates the Website through which it advertises, markets, offers and provides certain information and services. Portions of the Website may be generally publicly available and may be accessed by any Internet user (“User”). Other restricted sections of the Website and certain subscription services may only be available and may only be accessed by Users who have a paid subscription and use their unique User name and Password (“Subscribers”). These Terms of Use govern the terms and conditions under which “You” (as a Subscriber, User or both) may access either the public or restricted portions of the Website and/or any subscription service that You receive from 360 Crue.

II. Ownership of website and its contents

This Website is owned and operated by 360 Crue. All of the information and content featured or displayed on the Website (the “Content“), including, but not limited to, listings of artists, representatives, advertising agencies, design studios, corporate art departments and support services, text, graphics, photographs, videos, images, illustrations, and software, is owned by or licensed to 360 Crue or its advertisers. 360 Crue reserves the right to amend, change, alter, enhance, remove, or cease to provide access to the Website or its content at any time, without prior notice to any User and/or Subscriber to the extent not prohibited under Your Subscription Agreements.

III. Trademarks

360 Crue owns any and all intellectual property rights arising out of, related to, or in any way connected with “360 Crue,” “360crue.com” and the 360 Crue or 360crue.com logos, including, but not limited to, the colorized arrow circle logo and the colorized text Nuatomic logo (“360 Crue Intellectual Property”). You cannot use the 360 Crue Intellectual Property without first obtaining 360 Crue’s specific written permission. Nothing on the Website shall be construed as granting a license or right to use the 360 Crue Intellectual Property without its permission.

IV. Newsletter and Promotions

By providing 360 Crue with Your email and/or other contact information, You agree to receive all email newsletters, email promotions and direct mail promotions produced by 360 Crue and its affiliates. You may opt out of our email promotions and newsletter at any time by clicking the unsubscribe link located in our emails. You can also call directly and ask to be removed from any email or direct mail promotions or newsletters. Contact information for 360 Crue may be found by clicking here. In order to unsubscribe, You must properly select the unsubscribe links on both the newsletter and email promotions separately or contact 360 Crue directly to be removed. 360 Crue values Your privacy. Neither 360 Crue nor its affiliates will sell or rent Your contact information to any third-parties. To view 360 Crue’s full privacy policy, click here.

V. 360 Crue Blog

The Website presently permits access and participation in the 360 Crue blog. The 360 Crue blog is a blog for professional visual artists. 360 Crue’s editorial staff reserves the right to accept or deny any and all blog submissions. You agree that 360 Crue has the right to reject or remove blog submissions that do not, in the sole opinion of the editorial staff, reflect the content, style, and professionalism 360 Crue seeks to represent. You also agree that 360 Crue’s editorial staff has the right to evaluate and rank blog submissions as it deems appropriate. As a result of its editorial activities, some blog posts may achieve greater or lesser exposure. By submitting a blog post, You agree to the possibility of this outcome and to be bound by these Terms of Use. Notwithstanding the foregoing, You understand and agree that 360 Crue’s role in connection with the blog is as an Internet Service Provider and that 360 Crue is not and will not be liable for any posted comment or response to a comment which is authored or submitted by anyone other than 360 Crue.

VI. Hardware, Software and Content

360 Crue shall obtain and maintain the computer hardware and software necessary to perform its obligations under the Terms of Use. Such hardware and software shall not be dedicated hardware or software. Nothing in the Terms of Use grants You, as a User and/or Subscriber, or any other person, any right, title or interest in or to 360 Crue’s hardware, software or any database or Content stored thereon. From time to time, the Website, its Content or functionality, may be unavailable due to essential updating, maintenance, updating of the Terms of Use, modification, investigative procedures, enhancements or any other reason. 360 Crue does not warrant that access to the Website, its Contents or functionality will be constant and always available or without interruption. 360 Crue will not be liable to You, as a User or Subscriber, in the event of service or access interruptions.

VII. Third Party Links

The Website may contain links to third-party Websites. Such other Websites are not owned, operated or controlled by 360 Crue. You agree that 360 Crue is not responsible for the content or functionality contained on any such third-party Website and that You waive any and all claims against 360 Crue as to any loss incurred as the result of Your access or use of such third-party Website.

VIII. Subscriptions

360 Crue offers paid Subscribers a variety of marketing or consulting services in exchange for a fee (“Subscriptions”). Depending on the Subscription(s) selected and paid for by You, You (and the individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts) may be permitted to receive “Marketing and/or Consulting Services” (collectively “Services”) as offered by 360 Crue through this Website or otherwise. 360 Crue offers different levels of Subscriptions, depending on Your unique characteristics, such as size, number of users, nature of the Subscription(s) selected, etc. (“Subscription Level”). You will have an opportunity to discuss Your Subscription Level qualifications when you arrange for Your Subscription with 360 Crue. Any information, software or other material provided to You by 360 Crue under Your Subscription is for the limited use and purpose of that Subscription and only to the extent permitted by Your Subscription Level.

Some Services are also governed by additional, specific terms set forth in the incorporated Agreement applicable to that Service (“Services Agreements”). You may access specific Services Agreement(s) applicable to Your Subscription by clicking one of the links below.

In order to Subscribe, in addition to agreeing to these Terms of Use, You must enter into and agree to be bound by the terms of Your Subscription Agreement and Invoice (“Subscription Agreement”) with 360 Crue. A copy of the Subscription Agreement can be accessed by clicking here. These Terms of Use and any applicable Services Agreements are expressly incorporated into and are made part of the Subscription Agreement.

On occasion, 360 Crue may offer “Introductory Subscriptions” to Users, which permit Users to receive limited Subscription access and services. The scope or duration of any Introductory Subscription offer and User’s qualifications for Introductory Subscriptions are within the sole discretion of 360 Crue. As a condition of receiving an “Introductory Subscription,” you agree that you will be considered a “Subscriber” under this and/or any applicable Services Agreement with 360 Crue and that you will comply with all Terms of Use applicable to Subscribers during its duration.

A. Marketing and/or Consulting Services

As a Subscriber, You may subscribe to receive certain “Marketing Services” to be provided by 360 Crue, such as, by way of example only, Emailer, Print, Mail, etc. As a Subscriber, You may also subscribe for 360 Crue to provide Consulting Services, such as, by way of example only, Campaign Manager, Search Engine Optimization, etc. In order to receive some Services that You select, it may also be necessary for You to subscribe to other Services. Other Services may be available for Subscription on a “stand-alone” basis or in different combinations. You will have an opportunity to discuss the appropriate combination when you arrange for Your Subscription with 360 Crue.

B. Subscriber’s Obligations

C. Subscription Duration

Your use of the Services is exclusively limited to promotion of a single person, artist or entity consistent with Your Subscription Level. The use of the Services for promotion of more than one person, artist or entity, or in excess of Your Subscription Level, will constitute a material breach of Your agreement(s) with the 360 Crue and grounds for immediate termination.

As a Subscriber, You must comply with Your obligations under these Terms of Use and any other Agreement with 360 Crue, including, but not limited to, Your obligation to make timely payment as set forth below and/or in Your Subscription Agreement with 360 Crue. If You do not comply with any obligation under these Terms of Use or other Agreement with 360 Crue (including non-renewal or non-payment under the Subscription), 360 Crue, in its sole discretion, may cease providing Services. If 360 Crue terminates Your access to Services due to Your breach of the terms of this Terms of Use or other Agreement with 360 Crue, You agree that you will nevertheless be obligated to make full payment of all Subscription fees, which will become immediately due upon termination. The foregoing is without waiver of 360 Crue’s right to seek any and all further and additional relief for Your breach whether available at equity or at law.

D. Subscriber’s Promises and Warranties

As a condition of receiving access or services under Your Subscription:

1. You agree that you will use any data, information and services that you obtain in compliance with any and all applicable U.S. Federal and State laws, rules and regulations, including, but not limited to, those concerning fax broadcasts, email transmissions, and direct marketing.
2. You further agree to make yourself aware of and to fully comply with all non-United States laws that may be applicable to Your use of the data, including those laws that are applicable to the jurisdiction to which You direct any email transmission, fax or direct marketing. For a further discussion of Your obligations, see “Subscriber’s Obligations in Compliance with Non-US Law” which may be accessed by clicking here. You agree that You shall keep up-to-date and abide by current business practices respecting the privacy of consumers. You agree that You shall not supply or enter any information into any 360 Crue database that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. You agree that You shall not use any information obtained from 360 Crue for an illegal purpose or for any purpose that can be reasonably construed as objectionable.
3. You agree that You shall keep confidential User names, Passwords, contacts, lists, and any other information derived from Your access and use of Services. You promise and agree that You shall not allow any individual or entity to use or view any of the contacts or information that You have derived from Your relationship with 360 Crue for any purpose other than assisting You in Your marketing effort. You Agree that if your User name and/or Password is misplaced or is delivered to another individual, or if You allow another individual or entity to use, view or access Services, for any purpose other than assisting You in Your marketing effort, You shall be liable for and reimburse 360 Crue for the purchase of a full Subscription at the rates in effect at the time, as well as costs and fees, including attorneys’ fees, incurred by 360 Crue to investigate and correct Your breach. The foregoing is without waiver of any remedy that may also be available to 360 Crue under law or equity.
4. You agree that 360 Crue has sole discretion to determine whether You have supplied or used any information or services in a manner that is in excess of Your Subscription Level, in breach of Your promises under the Terms of Use or any agreement with 360 Crue or in a manner that is illegal or objectionable. You agree that in such event, 360 Crue may take such steps that 360 Crue deems appropriate, including, but not limited to, removal of the objectionable material and termination of Your access and services under the Subscription Agreement(s).

E. Seeding Data Lists

You understand 360 Crue engages in the process of “seeding” of its mailings, contact lists, and other data listings, so that it may detect possible violation, fraud and unauthorized distribution or use of the information contained therein in violation, breach or in excess of Your Subscription. You hereby consent to “seeding” by 360 Crue in the manner and to the extent that 360 Crue deems necessary and appropriate.

F. Subscription Termination

Your receipt of Services may be suspended or terminated at 360 Crue’s sole discretion, upon any of the following occurrences:

1. Your failure to pay Subscription fees, dues or expenses as due under the Terms of Use, Subscription Agreement, or Services Agreement;
2. Your Subscription(s) has expired and has not been renewed;
3. Suspicion by 360 Crue that You have distributed materials, information or data that you obtained through 360 Crue to individuals or entities not entitled to possess those materials under the terms of this Terms of Use, Your Subscription Agreement and/or Services Agreement or in excess of Your Subscription Level;
4. Suspicion by 360 Crue that You have used data or services derived from Your Subscription in a manner that is illegal under U.S. law or any non-US law that 360 Crue has notice applies based on Your distribution of Your marketing materials; and
5. Your breach of any provision in this Terms of Use, Your Subscription and/or Your Services Agreement with 360 Crue.
6. Upon termination of the Subscription, You shall immediately discontinue using any information, software or other materials provided to You by 360 Crue. You agree that You shall return or destroy any items relating to the services and products provided by 360 Crue (including, but not limited to, data, media, software, hardware, electronic and printed documentation). You also agree that You shall purge any data, including, but not limited to, data from all stationary and removable computer storage devices and media containing data, information and/or materials that You accessed or received as a result of Your Subscriptions. You agree that termination does not relieve You of Your obligation to pay all fees that are or may become due under Your agreements with 360 Crue.

IX. 360 Crue’s Grant of Limited License

A. User License

Subject to the User’s acceptance of, and compliance with this Terms of Use, 360 Crue hereby grants each User a non-exclusive, non-transferable license to access or view only those portions of the Website that are available for public access without requiring a paid Subscription or Introductory Subscription. 360 Crue reserves the right to amend, terminate or modify the User’s License and/or access to the Website at any time with or without prior notice to the User.

B. Subscriber License

Subject to Your acceptance of, and compliance with, the Terms of Use, Subscription Agreement and any applicable Services Agreement, 360 Crue hereby grants a non-exclusive, non-transferable limited license to each Subscriber to access, view and use of the Services, only to the extent and as strictly limited to such access or services provided for under the individual Subscriber’s paid Subscription.

C. Limitation on License

As a User and/or Subscriber may Not, under any circumstances, do any of following:

1. You may Not use the name 360 Crue or 360 Crue, LLC for Your own or anyone else’s promotional purposes;
2. You may Not include the name 360 Crue or 360 Crue, LLC in any promotional products unless such use is specifically pre-approved by 360 Crue, in writing;
3. You may Not participate in any activity deemed by 360 Crue, in its sole and exclusive determination, to be unacceptable or in violation of the terms of the Terms of Use or any other agreement with 360 Crue;
4. You may Not participate in any activity that may be construed as damaging, detrimental, or competitive to 360 Crue or its Services;
5. You may Not sell, assign, publish, distribute, hand out, allocate, issue, dispense, allow any other entity or person access to, or convey any part of any information obtained through 360 Crue’s data, information, lists or services, without the express prior written consent of 360 Crue.

X. Subscriber’s Content

As a Subscriber, You may subscribe to receive certain Marketing Services that may enable or require You to provide content so that 360 Crue may broadcast it on your behalf by email, publication, mailing or otherwise. In order to receive such Marketing Services, You agree that You must deliver the content that You wish for 360 Crue to broadcast (” Subscriber’s Content”) to 360 Crue within the timeframe specified by 360 Crue to permit broadcast by the desired broadcast date. All Subscriber’s Content is subject to 360 Crue’s approval before broadcast by 360 Crue. 360 Crue reserves the right, at its sole discretion, to reject any Subscriber’s Content that advertises or promotes any product or service, including, but not limited to, any Subscriber’s Content that, in 360 Crue’s opinion, advertises or promotes illegal activity, illegal products, illegal product paraphernalia, sexual paraphernalia, adult films or other media, weapons, illicit activities, chain letters, pyramid fund raising, or similar types of material. Notwithstanding 360 Crue’s reservation of this right, 360 Crue has no responsibility to and is not liable to You or any person or entity for its broadcast or refusal to broadcast the Subscriber’s Content whether or not it is later determined to be illegal or objectionable.

XI. Details of Email Broadcast

In the event that You subscribe for Marketing Services that include distribution or broadcast of Your emails by 360 Crue, each such email must correctly identify the Subscriber’s contact information and contain an opt-out feature that allows the recipient to be electronically removed from the list of recipients that may receive Your broadcast emails in the future. It is Your responsibility, as a Subscriber, to keep Your contact information up-to-date and to take reasonable steps to comply with the request of any recipient that opts-out of Your future broadcast emails.

XII. Subscription Fee

The Subscriber agrees to pay the Subscription Fees set forth in the Subscription Agreement between Subscriber and 360 Crue, in full, for all Subscription(s) that You select at the time that You subscribe to for services. Under certain circumstances, 360 Crue may permit Subscribers to make periodic payments of the full Subscription Fee as set forth in the Subscription Agreement between You and 360 Crue, without affecting the duration of the Subscription or the total Subscription Fee payable by the Subscriber, in which case the Subscriber must 1) make an initial Subscription Fee payment; and 2) provide a credit card number and authorization for 360 Crue to automatically charge the Subscriber’s card for each periodic payment without requiring further authority from the Subscriber. Payment, as set forth in Your Subscription Agreement with 360 Crue, must be made by You prior to Your access to and/or use of the Subscription(s) or receipt of any Services in connection with and, if applicable, must continue to be made in a timely fashion throughout Your Subscription’s Duration. You agree that You will not interfere with Your pre-authorized periodic charge to Your credit card during the Duration of Your Subscription or until the full Subscription Fee is paid.

Your Subscription Fee(s) may be subject to certain federal, state or local taxes, which are not included and are in addition to Your Subscription Fee. In all circumstances, where 360 Crue is required by law to collect such taxes from You, it shall do so. Subscription Fees are not refundable or cancelable under any circumstance. You agree that You will pay all Subscription Fees, and applicable taxes, regardless of whether You, as a Subscriber, access or use the Subscription data, information, materials or Services available to you as a result of your Subscription or whether your Subscription is terminated by 360 Crue due to expiration or your breach of these Terms of Use and/or any other agreement between You and 360 Crue.

Any Subscription Fee or portion thereof that remains unpaid 30 days after it is due, shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate allowed by law, if lower. If any portion of the Subscription Fee is not paid when due or if payment is dishonored by the financial institution to which the payment was presented, You agree that You shall immediately pay, in full, the entire outstanding balance due on Your Subscription and shall reimburse 360 Crue for any cost or fee associated with or resulting from Your non-payment. You authorize 360 Crue to charge Your account for any fee incurred due to a dishonored payment or the Subscriber’s violation of the Terms of Use or other agreement between You and 360 Crue. Failure to pay upon request, or if payment is declined, shall result in immediate suspension of the Subscriber’s User name and Password and termination of the Subscriber’s access to and/or use of the Subscriptions or receipt of any Marketing or Consulting Services. Failure to pay any outstanding balance may result in legal action against the Subscriber and any person who is presumed to have had access to the account, including, but not limited to, assignment of the account to a collections agency or pursuing other methods of collection.

If access or services are provided by or through You to a non-Subscriber or if You use Your Subscription in excess of Your Subscription Level, You agree that You will fully reimburse 360 Crue for the cost of the Subscription(s) for the access or services that were received as well as the costs of investigation and collection of said Subscription Fees, including, but not limited to, reasonable costs, expenses and attorneys’ fees.

The foregoing rights by 360 Crue are without waiver of any further rights that 360 Crue may have at equity or law.

XIII.Offered Content

As a condition of Your submission to 360 Crue of Your Subscriber’s Content and/or any comment, blog post, copy or art of any description that You provide to 360 Crue for possible publication or dissemination by 360 Crue (“Offered Content”), You hereby warrant, promise and agree that:

You own or have all necessary licenses, rights, consents, and permissions to use and to authorize 360 Crue to use the Offered Content, including, but not limited to, any necessary patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights in the Offered Content;
You have the written consent, release, and/or permission of each and every identifiable individual person in the Offered Content to use and to authorize 360 Crue to use the name or likeness of each and every such identifiable individual person in the Offered Content;
By submitting the Offered Content to 360 Crue, You as a Subscriber or User, agree to be bound by all terms set forth in these Terms of Use or in any other agreement between You and 360 Crue;
You have the right to, and hereby, assign to 360 Crue a limited, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Offered Content in any media formats and through any media channels, solely for the purpose and to the extent necessary for 360 Crue and/or 360 Crue, LLC d/b/a Found to promote and market their Website, database and associated services; and
You hereby agree to indemnify and hold harmless 360 Crue from any and all claims of whatever nature that may arise from, in connection with, or be related to, Your Offered Content, including, but not limited to, any claim that You made an impermissible use of the Offered Content, did not have the necessary licenses, permissions or releases for Your Offered Content or lacked the requisite authority to grant 360 Crue permission or license as to the Use of Your Offered Content as provided for above.

XIV. User/Subscriber Warranties

As a User and/or Subscriber, You agree that You will not, under any circumstances, use the Website or any services provided by 360 Crue in connection with the Website to do the following:

You will not make available any material that is protected by another’s copyright, trademark, trade secret, or other intellectual property right, or is otherwise subject to third-party proprietary, privacy or publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant 360 Crue all required license rights. See 360 Crue’s Copyright and Intellectual Property Policy
You have the written consent, release, and/or permission of each and every identifiable individual person in the Offered Content to use and to authorize 360 Crue to use the name or likeness of each and every such identifiable individual person in the Offered Content;
You will not cause harm, of any type, to minors;
You will not submit materials or post links to advertisements or solicitations of business other than advertisements or solicitations of business reasonably necessary to use the Website for its Intended Purpose;
You will not intentionally or unintentionally violate or aid others in the violation of any applicable local, state, national or international law or regulation;
You will not enable or assist in the transmission of “junk mail,” “chain letters,” “pyramid schemes,” unsolicited mass mailings, instant messaging, “spimming,” or “spamming” or any other form of improper or illegal solicitation now known or that may be developed in the future;
You will not “stalk” or otherwise harass another person or assist another in doing so;
You will not collect or store private or personally identifying information about others for unlawful or inappropriate purposes;
You will not misrepresent or assist others in misrepresenting the origin of any Content, Subscriber’s Content or Offered Content on the Website or services provided by 360 Crue;
You will not impersonate any person or entity, including, but not limited to, 360 Crue’s officials, employees, consultants, or otherwise misrepresent Your affiliation with any person or entity;
You will not make available any material that You are prohibited from disclosing as a result of Your contractual or fiduciary relationship with another individual or entity or as a matter of law or regulation;
You will not make available or distribute any materials, computer code or “malware” that facilitates hacking, or that is intended to interfere with or destroy the functionality of any Website, computer software, hardware or telecommunications equipment or to interfere with the performance or functionality of this Website or any other Website, including, but not limited to, software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information, any other form of improper or illegal malware now known or that may be developed in the future. See 360 Crue Security Policy.
You will not download data from any 360 Crue database through automated means, including spiders, robots, crawlers or other automated means now known or that may be developed in the future;
You will not harvest, modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content (including someone else’s Subscriber Content or Offered Content), including, but not limited to, incorporating data from any 360 Crue database into any email or “white pages” products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise;
You will not sell, distribute, or make any use of, commercial or otherwise, data obtained from any 360 Crue’s database in a manner that could be expected to offend the person for whom the data is relevant;
You will not create and maintain a 360 Crue user profile that contains hyperlinks to content not permitted on 360 Crue;
You will not disrupt the normal flow of dialogue in a chat room, cause a screen to “scroll” faster than other users of the Website are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;
You will not interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
You will not access the Website after Your access or subscription has been terminated by 360 Crue for any reason; and
You will not make available any materials, or act in any manner that is offensive to the 360 Crue community or the spirit of these Terms of Use.

You acknowledge and agree that 360 Crue may, but is not required to, monitor Your conduct in connection with the Website and any services provided by 360 Crue in regard thereto. You agree that 360 Crue may remove any materials Submitted by You, restrict Your access to the Website and/or terminate any and all Subscription Agreements or other agreements between You and 360 Crue, if 360 Crue, in its sole discretion, determines that you have taken actions in violation of these Terms of Use and/or any other agreement between You and 360 Crue. You understand that in the event of termination for any cause, You will not be entitled to a refund of the Subscription Fee and will be required to make all periodic payments that remain outstanding at the time of the termination. You understand and agree that 360 Crue may access, preserve and disclose your User and/or Subscriber account information if 360 Crue determines that it is necessary to do so in order to comply with apparently valid legal proceedings to process a good faith complaint by a third-party that You have violated these Terms of Use, or to protect the legal rights, property or personal safety of 360 Crue, its Users and Subscribers and the public at large.

XV. Disclaimers and Limitations of Warranties

360 Crue uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content of the Website, but it makes no representations or warranties as to the Content’s accuracy, correctness or reliability and You may not rely on any statement, express or implied, to the contrary. 360 Crue will not knowingly promote or display inaccurate, incorrect, or unreliable Content. If 360 Crue is provided with actual knowledge that the Content contains incorrect or unreliable facts, 360 Crue will take reasonable steps to correct or remove same within a reasonable time after receiving actual notice of its inaccuracy.

This website and its content, as well as the information, database and services associated therewith are provided “as is.” 360 Crue excludes and disclaims to the fullest extent permitted by applicable law any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a general or particular purpose. 360 Crue is not liable for damages of any kind arising from the use of the website, its contents and/or the data or services provided in connection therewith, including, but not limited to, direct, indirect, incidental, punitive and consequential damages. The functions embedded in, or the materials and conduct available at this website are not warranted to be uninterrupted or without error. The user and/or subscriber assumes the entire cost of all necessary servicing, repair or correction due to the user’s and/or subscriber’s use of this website or related services. Except as otherwise required by applicable law, neither 360 Crue nor its officers, directors, employees, agents or contractors are liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of user’s and/or subscriber’s use of, or inability to use, or the performance of this website, its content and/or data or services provided in connection therewith, whether or not 360 Crue has been advised of the possibility of such damages.

XVI. Limitation of Liability

360 Crue does not guarantee results. In no event shall 360 Crue be liable for general, indirect, special, exemplary, consequential, incidental or punitive loss, damage or expense, including, but not limited to, lost profits, lost revenues, lost business opportunities without limitation as to whether such damages are considered to be direct, general or consequential damages. 360 Crue shall not be liable, (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) for any and all claims related to these terms of use or other agreement, except to the extent of 360 Crue’s gross negligence or willful conduct. It is agreed that should any liability on the part of 360 Crue be proven, it will nevertheless be impractical and extremely difficult to anticipate or fix the amount of damages that were proximately caused by such liability. Therefore, it is agreed that in no event may the user or subscriber recover an amount in excess of the aggregate of fees paid to 360 Crue or $500 in the event that no fees were paid, in full and complete satisfaction of any and all claims. It is agreed that the foregoing limitation is not intended to be and is not a penalty.

XVII. Indemnification

In addition, and notwithstanding any other action taken by 360 Crue under these Terms of Use, You hereby expressly and unqualifiedly agree (to the fullest extent permitted by law) to defend, indemnify and hold harmless, (including payment of 360 Crue’s attorneys’ fees, costs and expenses), 360 Crue and its owners, operators, directors, agents, affiliates, contractors, employees, licensors and other affiliates in connection with any allegation, claim, suit, litigation, action, choice or demand of any type, in any judicial or extra-judicial forum, arising out of, related to or in connection with (a) Your products or services or the content of Your Subscriber’s Content or Offered Content, including, without limitation, any claim alleging any violation of a third-party’s intellectual property, proprietary or privacy rights; or (b) Your breach of any of Your obligations, duties, representations or warranties contained in these Terms of Use or any other agreement between You and 360 Crue (“Asserted Claims”). You agree that your obligations to indemnify, defend and hold harmless, are triggered upon a third-party’s notice to You or 360 Crue of the Asserted Claim and shall continue through and including resolution, by any method, of the Asserted Claim against 360 Crue, regardless of whether it is ultimately determined that the Asserted Claim was with or without merit. 360 Crue shall promptly notify You, in writing, when it receives Notice of an Asserted Claim and shall accommodate Your reasonable requests for cooperation and information.

XVIII. Miscellaneous

A. Relationship of the Parties

You and 360 Crue are independent contractors. There is no partnership, agency or joint venture relationship between them.

B. Location of Negotiations and Services

You agree that the Website and any and all services provided by 360 Crue, as well as the negotiation and agreement of these Terms of Use and any other agreement between You and 360 Crue, shall be deemed to have occurred solely and exclusively within the State of California, County of San Diego.

C. Choice of Law

You hereby agree that these Terms of Use and any other agreement between You and 360 Crue shall exclusively and solely be governed and interpreted under and in accord with the laws of the State of California, (except to the extent that California choice of law principles would require application of any other law) regardless of where You, any of 360 Crue’s representatives or agents, or 360 Crue’s servers may be located.

D. Jurisdiction and Forum

You hereby agree that any dispute that arises under, is connected to or relates in any manner to, these Terms of Use, the Website, services provided by 360 Crue, or any other agreement between You and 360 Crue shall be subject to the sole and exclusive jurisdiction of the United States District Court, Southern District of California or, in the event that jurisdiction is not available in the federal court, then in the Supreme Court of the State of California, County of San Diego, only. You hereby consent to the exercise of personal jurisdiction over You by the California courts as to any such dispute.

E. Force Majeure

If You or 360 Crue are unavoidably delayed or prevented from the performance of any obligation under these Terms of Use or other agreement between 360 Crue and You through no fault of their own, as a result of acts or conditions outside their control which render such performance impossible, including without limitations, to Acts of God, insurrection, war, national, state or local emergencies, labor disputes, adverse weather (such as storms, rain, hurricanes, blizzards, etc.), failure of utility services, restrictive governmental law or regulations, police intervention or other additional or similar causes beyond their control, their performance of such obligation shall be excused only for such period of delay. Notwithstanding the foregoing, You agree that all fees and payments shall not be excused or delayed and shall continue to be made by You as due and owing under these Terms of Use or any other agreement between You and 360 Crue during the period that any other performance is impossible.

F. Specific Performance

You acknowledge that a breach of these Terms of Use or other agreement between You and 360 Crue will cause irreparable injury and that money damages may be inadequate to remedy the injury to 360 Crue. Therefore, in the event of a breach or threatened breach, 360 Crue will be entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

G. No Third-Party Rights

Nothing in these Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

H. Complete Agreement

These Terms of Use, as well as any applicable Subscription or Services Agreement, and any documents expressly referenced therein, together constitute the full agreement between You and 360 Crue as to the matters contained therein. In the event of a conflict between these Terms of Use and any Subscription or Services Agreement, the specific terms of the Subscription or Services Agreement shall apply, except that the terms contained in the Found Agreement will apply exclusively to Found Services. These Terms of Use, and any Subscription Agreement and/or Services Agreement may not be amended, changed or supplemented unless in writing and agreed to by You and 360 Crue. All prior and contemporaneous negotiations and agreements between You and 360 Crue are expressly merged into and superseded by the Terms of Use and any Subscription or Services Agreement and may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. You warrant that You have not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use or applicable Subscription or Services Agreement.

I. Updates and Amendments

360 Crue reserves the right to modify, update, add, delete, revise and change these Terms of Use at any time. Such changes are effective, and You agree to be bound by such changes, when You “click” the Accept button on the 360crue.com Website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.

J. Severability of Provisions

If any provision of the Terms of Use, Subscription or Services Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect to the extent that performance of the remaining terms is not rendered impossible.

K. Waiver

Failure to exercise, or any delay in exercising, any right or remedy provided under this or any agreement between You and 360 Crue or by law shall not constitute a waiver of that or any other right remedy, nor shall it preclude or restrict any further exercise of that right or any other remedy in the future against You or any other individual or entity.

L. Notices

Notices by 360 Crue to You may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email at the email address You provided in Your user account. It is Your responsibility to ensure that 360 Crue continues to have up-to-date contact information for You. Notices by You to 360 Crue may be given by electronic messages, conventional mail, telephone or fax, unless otherwise specified in these Terms of Use or any other agreement between You and 360 Crue. 360 Crue’s contact information may be found by clicking here.

M. Binding Provisions

These Terms of Use, Subscription Agreement and Services Agreements are binding and inure to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

N. Assignment

You agree that You may not assign Your rights or obligations under the Terms of Use or any agreement between You and 360 Crue without the prior, written consent of 360 Crue.

O. Headings

The descriptive headings of the sections and subsections of the Terms of Use are for convenience only and do not affect the interpretation or construction of the Terms of Use.


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360 Crue Online Reputation Management • +1 (760) 230-3778 • legal@360crue.com • @360crue