KROZU, INC.

Terms of Service Agreement

Last Updated: October 16, 2020

1. Scope of Agreement

This Terms of Service Agreement (this “Agreement”) is between you and KROZU, INC. (“Krozu,” “we” or “us”), and governs your access to and use of the KROZU website (krozu.com) (the “Site”) and KROZU, applications, including, but not limited to, the KROZU offering comprising a variety of tools, features and functionalities pertaining to workflow and project management which includes but is not limited to productivity, collaboration and organizational tools and solutions; that are accessible and available online, including mobile application and website including (the collective “Services”) but not limited to krozu.com (the “Website”). We are not affiliated with, authorized by, endorsed by or in any way officially connected to any other website or Trademark.

Users of KROZU Services are referred to as “Collaborators”. They will generally encompass differing classifications based upon usage parameters. Collaborators who categorically are permitted to use the free version of KROZU, will be able to access and use the service; however, they will have a limited set of service opportunities afforded to Collaborators who are categorically paid subscribers. The Collaborators who are categorically paid subscribers to the KROZU Services, as part of a predetermined subscriber plan, regardless of the level of their subscriber plan, are offered more expanded KROZU Services capability. The specific categorical terms for these paid subscribers for applicable KROZU Services usage is predicated by the subscription tier determined between KROZU and the entity or organization (the “Customer”) that may have entered into a separate agreement that controls delivery, access and use of the Services (“Customer Agreement”).

Regardless of what type of usage to KROZU Services a Collaborator has, these Terms of Service (“Terms”) form a legal agreement directly between the Collaborator and KROZU and explain the rules that direct the usage of the Service and Website. Accessing and using the Services and Website, you acknowledge and agree that you have read, comprehend; and agree to be legally bound by these Terms and the KROZU Privacy Policy. If you do not agree to these Terms included in this Agreement, you may not access or use the Services or Website presented by KROZU.

The Services are intended for use only by persons who must be, and represent and warrant that you are, at least 13 years of age or older and are competent to agree to these Terms; and who have the understanding and capacity to form an agreement to these Terms. Access to and use of the Services by anyone under the age of 13 is prohibited. If KROZU has previously prohibited you from accessing or using the Services and Website, you are not permitted to access or use the Services or Website.

2. KROZU, Account and Account Information

To use the KROZU Service, you will be required to create a KROZU account and provide us with certain information, including a valid email address and payment information. If you create a KROZU account, you agree to submit only accurate information about yourself and to keep the information you submit up-to-date. If you open an account on behalf of a company, organization, or entity, then: (a) the term “you” as used herein includes you and that company, organization, or entity; (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in this Agreement and to bind the company, organization, or entity to the terms of this Agreement; and (c) you agree to the terms of this Agreement on behalf of the company, organization, or entity. You are responsible for maintaining the security and confidentiality of your account login information, and you agree not to authorize anyone else to use your account login information. You are solely responsible for all actions taken under or in connection with your account, whether by you, an Authorized User (defined below) or any third party. You agree to notify us promptly in the event you learn of any unauthorized use of your account. By creating an account, you agree that you may receive electronic communications from us and our affiliates, including offers, newsletters, account notices and updates after receiving your consent. If at any time you no longer wish to receive such electronic communications, you may opt-out by following the “unsubscribe” instructions in the communication.

We reserve the right to immediately terminate or restrict your KROZU account or your use of the Services or Websites at any time, with or without notice or liability, if we determine in our sole discretion that you have breached this Agreement, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason.

3. Access to and Use of the Services

3.1. License Grant to You. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Websites only for your own internal use solely in accordance with the terms of this Agreement. All rights not expressly granted in this Agreement are reserved by us. The resale or distribution of materials made available by us through the Services without our express, written consent is prohibited.

3.2. Restrictions on Your Access to and Use of the Services. In connection with your access to or use of the Services, you are prohibited from misuse of the Services and Websites in any activity and form and including use of the Service and Websites to carry out, promote and/or support restricted uses as conveyed in these Terms:

accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
using any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to access, navigate, modify, or search the Site or Services, other than generally available third-party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Explorer);
using any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on or through the Services;
attempting to probe, scan or test the vulnerability of KROZU’s system or network or to breach security or authentication measures;
attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site or through the Service, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”;
sending unsolicited email, including promotions and/or advertising of products or services;
forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;
copying, modifying, adapting, reproducing, reverse engineering, decompiling, disassembling, or preparing derivative works of our software or KROZU’s Content, or any content that is not your own;
distributing viruses, malicious code, malware or any other technologies that may harm the Services or any user of the Services;
violating or circumventing any applicable laws or regulations, or any technical measures, security measures or policies of the Services;
violating, infringing, or breaching the rights of KROZU or if applicable, a third-party, including, but not limited to any copyrights, trademark rights, patent rights, trade secrets rights, rights of publicity or personality, moral rights, or any other proprietary rights; or
submitting to or through the Services any false, inaccurate, misleading, deceptive, defamatory, or libelous materials or content;
conducting any unlawful, deceptive, fraudulent, illegal, obscene, pornographic, defamatory, libelous, threatening, commentary constituting hate speech, harassment or stalking activities;
misrepresentation and/or impersonation of another person or entity or an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
unauthorized publication or posting of other people’s or entities private or personal information without such party’s express permission;
promotion, display or advertisement of products or services other than your own without appropriate authorization;
contain or publish any information that you do not have legal authority or express right to make available under law, contractual agreement or fiduciary duty.

The Service and Websites are owned and operated by KROZU and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by KROZU, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Websites have been developed, compiled, prepared, revised, selected, and arranged by KROZU through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of KROZU. You agree to protect the proprietary rights of KROZU and all others having rights in the Service and Websites during and after the term of these Terms and to comply with all written requests made by KROZU or as applicable its suppliers and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Service and Websites. You agree to notify KROZU immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Websites shall, as between you and KROZU, at all times be and remain the sole and exclusive property of KROZU. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Any violations of restrictions put forth in this section of Terms, will provide KROZU to reserve the right to pursue any remedial action, in addition to any other remedies that may be available to KROZU it deems necessary, including immediate suspension or termination or your account or your access to the Service or Websites, upon notice and without liability for KROZU should you fail to abide to and by the rules as stated herewith in these Terms, or if, per KROZU’s assessment or sole discretion such action is necessary to prevent disruption of the Service or Websites for other users. KROZU reserves the right to notify customer account representatives of any violations pertaining to these Terms.

Violations of system or network security may result in civil or criminal liability. KROZU will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

4. Collaborator Content of the Services Including Feedback

4.1 Collaborator Content and Submissions on the Service. The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, “Collaborator Content”) and to share that Collaborator Content with others. Collaborator Content submitted or otherwise made available to the Service is subject to the following terms:

4.2 Free Collaborator Content. Free Collaborators maintain ownership of the Collaborator Content that they submit to the Service (“Free Collaborator Content”). By submitting Free Collaborator Content, Free Collaborators grant KROZU a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free Collaborator Content, as permitted by KROZU’s Privacy Policy, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Free Collaborator Content on the Service that violates these Terms or that is otherwise objectionable in KROZU’s sole discretion.

4.3 Subscriber Collaborator Content on the Service. Content submitted to the Service by Subscribers (“Subscriber Collaborator Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Customer Agreement, except with respect to Subscriber Collaborator Content submitted by students pursuant to a Customer Agreement with an educational or affiliated educational or instructional institution (“Student Content”). Such Student Content is owned by the student and not the educational or affiliated educational institution. KROZU maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber Collaborator Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber Collaborator Content is in violation of the Customer Agreement or these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer.

4.4 Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to KROZU and share such Feedback with other collaborators, or the public. By submitting Feedback through the Websites, you grant KROZU a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other KROZU marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.

4.5 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit Collaborator Content and Feedback without violation of any third-party rights. You understand that KROZU does not control, and is not responsible for, Collaborator Content or Feedback, and that by using the Service and/or Websites, you may be exposed to Collaborator Content or Feedback from other collaborators that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that Collaborator Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless KROZU for all claims resulting from Collaborator Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

5. Service Fees

5.1. Payment of Service Fees; Subscriptions. While some KROZU usage and content (defined below) may be provided without cost, we charge fees for the Services (“Service Fees”) offered by KROZU’s content. If you elect to purchase services for which Service Fees are applicable, you will be asked to provide valid and up-to-date credit card information or other payment information to us or our payment processor. By providing a credit card or other acceptable payment method (“Payment Method”) to purchase services, you expressly authorize us (and/or our payment processor) to charge the Service Fees and any applicable taxes, on a recurring basis corresponding to the term of your subscription, to the Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card information, you must notify us and provide new Payment Method information. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, you authorize us to continue billing you, and you will remain responsible for all uncollected amounts.

As used herein, the term “billing” means either a charge or debit, as applicable, against your Payment Method. The Service Fees will be billed at the beginning of your subscription and on each periodic renewal date thereafter unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to this Agreement.

We automatically bill your Payment Method on the calendar day corresponding to commencement of your subscription. The interval of time between each payment due date shall correspond to the term of your subscription and be referred to herein as a “Billing Period.” In the event your subscription begins on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you have a monthly subscription and became a paying subscriber on March 31, your Payment Method would next be billed on April 30. You acknowledge that the timing of when you are billed and the amount billed each Billing Period may vary, including for example due to promotional offers, credits applied, changes in your subscription, changes in your Payment Method, or changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts. Additionally, the Service Fees applicable for our Services may be determined based in part on the number of collaborators in your business or organization authorized to use the Services (“Authorized Collaborators”). In the event the number of Authorized Collaborators increases or decreases during any Billing Period, the Services Fees charged will be increased, pro-rata, or a pro-rata credit will be issued.

We reserve the right to change the terms of your subscription, including the Service Fee amount, from time to time, effective as of the beginning of your next Billing Period following the date of the change. If we change the Service Fee amount or other charges for your subscription, we will give you advance notice of these changes. However, we will not be responsible for notifying you of changes in any applicable taxes.

5.2 Refunds/Credits. In some additional circumstances (other than where a credit may be issued due to a decrease in Authorized Collaborators) where we determine it is appropriate (e.g., your access to the Services is unavailable for an extended period of time due to technical difficulties), we may provide a refund or credit. The amount and form of such refund or credit, and the decision to provide either, are at our sole and absolute discretion, and the provision of a refund or credit in one instance does not entitle you to a refund or credit in the future under similar or different circumstances.

5.3 Cancellation. Your subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to this Agreement. You must cancel your subscription before your next renewal date in order to avoid the next billing. We will bill the periodic Service Fees plus any applicable taxes to the most recent Payment Method you have provided to us. If you cancel your subscription, cancellation will be effective at the end of the current Billing Period – this means that you will have continued access to your subscription for the remainder of that period, but you will not receive a refund. You can cancel your subscription by logging into your account and following the account cancellation procedures.

5.4 Unpaid Amounts. We reserve the right to retry billing your Payment Method after failed attempts (e.g., if your Payment Method is rejected). We also reserve the right to pursue any amounts you fail to pay in connection with your subscription. You will remain liable for all such amounts and all costs we incur in connection with the collection of such amounts, including, without limitation, bank overdraft fees, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.

6. Ownership and Intellectual Property Rights

All materials, including text, images, videos, illustrations, designs, icons, photographs, software, programs and written and other materials that are part of the Site or accessible through the Services, other than Collaborator Content (collectively, “KROZU Content”), is the property of KROZU or its licensors. No right, title or interest in any KROZU Content is transferred to you by way of this Agreement or otherwise. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the KROZU Content, the Site or the Services. The KROZU trademark and the KROZU logo are trademarks of KROZU, Inc. The Services, Websites, the KROZU Content, and the KROZU logo trademarks are protected by copyright, trademark, and/or other intellectual property laws.

7. Copyright Infringement (Digital Millennium Copyright Act)

We respect the intellectual property of others. We strive to respond promptly to proper notices of copyright infringement by removing or disabling access to allegedly infringing material. It is our policy to terminate the access privileges of those who repeatedly infringe the copyrights of others.

Submitting a Copyright Infringement Notification. If you believe that any material appears on the Site in a way that infringes the copyright in a work you own, please send a notification containing the following information to KROZU’s Corporate Headquarters:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the work in which you hold a copyright interest which you believe is being infringed;
a description of the location on the Site or Services where the allegedly infringing material is located (preferably including a URL address);
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Corporate Headquarters can be reached at the following address:

KROZU, Inc.
Attn: Copyright, Trademarks and Patents
11213 Spring Hill Drive
Spring Hill, FL 34609

Email:

Submitting a Counter-Notification. If you believe that any material identified in a copyright infringement notification is not infringing, or that you have the authorization from the copyright owner, from the copyright owner’s agent, or pursuant to the law, to post and use the material complained of, you may send a counter-notification containing the following information to KROZU’s Corporate Headquarters (identified above):

your physical or electronic signature;
identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled;
a statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the state of Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If KROZU receives a counter-notification, we may send a copy of the counter-notification to the original complaining party informing that person that we may replace the removed material or cease disabling it in 30 business days. Unless the original complaining party files an action seeking a court order against the person who provided the allegedly infringing material, the removed material may be replaced, or access to it restored, 45 business days or more after receipt of the counter-notification, at KROZU’s sole discretion.

8. Third Parties; Third-Party Content and Services

References on the Site or Services to any third parties or any products or services of such third parties, are provided solely as a convenience to you. We do not endorse, recommend, approve of or make any representations or warranties regarding any third parties or their products or services. We are not responsible for the content of any third-party websites and do not make any follow a link to any third-party website, you do so entirely at your own risk.

9. PRIVACY

For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms and included as a link on the KROZU Website.

10. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

THE SERVICE AND WEBSITES AND COLLABORATOR CONTENT, WHETHER PROVIDED BY KROZU, ITS LICENSORS, ITS VENDORS OR ITS COLLABORATORS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE AND WEBSITES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, KROZU DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICE AND WEBSITES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF COLLABORATOR CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICE AND WEBSITES OR THE SERVER(S) THAT MAKE THE SERVICE AND WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL KROZU OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICE AND WEBSITES, OR ANY LINK PROVIDED ON THE SERVICE AND WEBSITES, WHETHER OR NOT KROZU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE SERVICE OR WEBSITES TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE. KROZU DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE AND WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE AND WEBSITES, AND KROZU WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE AND WEBSITES. KROZU WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.

11. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Section 10. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 10 specifically do apply to you.

12. Limitation on Time to Bring Claims

To help resolve any issues between us promptly, you and KROZU agree to bring any claim arising out of or relating to this Agreement, our relationship, or the use of the Services within one year after a claim arises; otherwise, the claim is waived. This limitation applies regardless of the venue in which such claim is or could otherwise be asserted.

13. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD KROZU AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THE TERMS OR KROZU’S PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF COLLABORATOR CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

14. Changes; Suspension; Discontinuation

We may change, suspend, or discontinue—temporarily or permanently—some or all of the Services, with respect to any or all collaborators, at any time with or without notice. In our continued assessment of the Services, we may from time to time, with respect to any or all of our collaborators, experiment with or otherwise offer certain features or other elements of the Services. You acknowledge that KROZU may do so in its sole discretion at any time with or without notice. You also agree that KROZU will not be liable to you for any modification, suspension, or discontinuance of the Services, although if you are a subscriber to any Services, and we suspend or discontinue your subscription, KROZU may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration. However, if KROZU terminates your account or suspends or discontinues your access to Services due to your violation of this Agreement, then you will not be eligible for any such credit, refund, discount or other considerationES.

15. Termination

This Agreement shall remain in force and effective unless and until terminated by either you or us. You may terminate this Agreement at any time by providing written notice to us, via email to . We may terminate this Agreement immediately with or without notice, and/or may deny you access to the Services, in our sole discretion, in the event you breach, or threaten to breach, any term of this Agreement. Upon any termination of this Agreement, you must immediately discontinue use of the Services. Even after your rights under this Agreement are terminated, all provisions of this Agreement which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

16. MISCELLANEOUS and GENERAL TERMS

16.1 Force Majeure. Under no circumstances shall KROZU or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

16.2 Notifications. We may deliver and you consent to receive notices to you by e-mail, posting a notice on the Service and Websites or any other method we may choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) KROZU, Inc. 11213 Spring Hill Drive, Spring Hill, FL 34609; or (2) .

16.3 Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of a breach of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of KROZU to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

16.4 No Third-Party Beneficiaries. KROZU and You are independent contractors and agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. Therefore, this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between KROZU and you. There are no third-party beneficiaries to this Agreement.

16.5 Statute of Limitations. Except as laws may provide for your domiciled location, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service and Websites and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16.6 Assignment. You may not assign or delegate these Terms and any rights or licenses granted hereunder this Agreement without the prior written permission of KROZU and any attempt by you to do so shall be null and void. These Terms and any rights or licenses granted hereunder may be assigned or delegated by KROZU without restriction.

16.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

16.8 Changes to Agreement. We may make changes to this Agreement at any time. If we make any material changes we may notify you via email if you have created an account (sent to the e-mail address specified in your account) by posting the revised Agreement on the Site, or by other means. You should review our Agreement each time you access the Website or use the Services. All material changes will become effective 14 days following notice. Your continued access or use of the Website or Services following the effective date of notice constitutes your agreement to such changes. In the event that notice of a material change is not provided, such change shall become effective upon the next renewal of your subscription.

16.9 Export. By this Agreement, you acknowledge that the Services, or portions thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

16.10 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and KROZU and govern your use of the Service and Websites, and supersede any prior agreements between you and KROZU on the subject matter. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of KROZU. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Service and Websites for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

16.11 Governing Law; Forum; Waiver of Jury Trial. This Agreement will be construed in accordance with and governed exclusively by the laws of the State of Florida applicable to agreements made among Florida residents and to be performed wholly within such jurisdiction, regardless of the parties’ actual domiciles. KROZU and you consent to the exclusive jurisdiction and venue of the state and federal courts of Hernando County, Florida. EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

16.12 Entire Agreement. This Agreement, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement between you and KROZU, and supersedes any and all other oral or written agreements or understandings between us.

17. QUESTIONS

17.1 If you have any questions about these Terms, please contact us at .

KROZU

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