Welcome to Nexus! Nexus is the home of content creators connecting their audiences with their favorite games.
The Nexus websites and, each individual Nexus, and each Program (as defined below) are collectively referred to herein as the "Service".
The Service is a copyrighted work belonging to Chrono, Inc. ("Chrono", "us", "our", and "we").
Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features.
All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS OF USE, OUR TERMS OF SALE AND OUR PRIVACY POLICY (THESE "TERMS") SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 11.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Only persons meeting the following requirements may use the Service:
Persons who are at or above the legal age of majority in their jurisdiction (18 years old in most states) who agree to be bound by all of the Terms;
or
Persons who are younger than the legal age of majority in their jurisdiction, who have the consent and are under the supervision of their parent or legal guardian and who agree, along with their parent or guardian, to be bound by all of the Terms.
Additionally, for Persons who are younger than the age of 18, we may request to be provided with the verified consent of their parent or legal guardian before permitting them use the Service. In this case, such persons will be deemed ineligible until we obtain such verified consent.
Note that we use a verified consent partner for this purpose.
For more information about how parents and legal guardians can provide verified consent for their children to use the Service please see Section 4.2 below.
If you do not meet all of the requirements above, you may not use the Service.
Subject to these Terms, Chrono grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service solely for your own personal, noncommercial use (except as otherwise provided in Section 4 ).
The rights granted to you in these Terms are subject to the following restrictions:
(a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service;
(b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;
(c) you shall not access the Service in order to build a similar or competitive website, product, or service;
(d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
and
(e) you may not use the Service or any code, graphics, audio, text, user interface, gameplay mechanics, storylines, characters, or any other content, materials or other elements of or accessible through or generated by any of the Service or (collectively the “Service Content”) to train, develop, test, improve, or otherwise enhance any artificial intelligence system, model, or technology that is capable of generating content, including but not limited to text, images, audio, video, software code, or other data outputs, based on prompts, training data, or other inputs, including without limitation large language models (LLMs), diffusion models, and other machine learning technologies that produce novel or synthetic outputs, whether or not such outputs are derivative of existing content (“AI System”).
You specifically agree not to input, upload, or otherwise provide any Service Content to any AI System or allow any AI System to access, scrape, or ingest any Service Content; use outputs or results from the Service or any Service Content to train or fine-tune any AI System, reverse engineer or decompile the Service or any Service Content for AI System-related purposes; or create any dataset incorporating Service Content for AI System training.
Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms.
All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof.
Chrono reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you.
You agree that Chrono will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.
You acknowledge and agree that Chrono will have no obligation to provide you with any support or maintenance in connection with the Service.
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Chrono or Chrono's suppliers.
You acknowledge that nothing herein shall be interpreted as restricting Chrono's rights to use your User Content in connection with the Service or to aggregate any User Content with other data for use by Chrono.
As between you and Chrono all rights in and to the aggregated data belong to Chrono.
Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.2 Chrono and its suppliers reserve all rights not granted in these Terms.
There are no implied licenses granted under these Terms.
In order to use certain features of the Service, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form (including but not limited to email address and a unique password).
You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you reside in the United States or, if you reside outside the United States, that your use of the Service will comply with applicable law in your jurisdiction.
You may delete your Account at any time, for any reason, by following the instructions on the Service.
Chrono may suspend or terminate your Account in accordance with Section 9.
You may not access the Service through any account other than your personal Account.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.
You agree to immediately notify Chrono of any unauthorized use or suspected unauthorized use of your Account or any other breach of security.
Chrono cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
"User Content" means any and all information and content or any other materials of any kind that you submit to, or use with, the Service, including without limitation, Creator SKUs (as defined below), content in a review, comment or other types of postings).
Your submission of User Content is governed by this Agreement and Chrono Privacy Policy located at: https://www.nexus.gg/legal/privacy-policy
By submitting User Content to through the Service, you make the following representations, warranties and agreements:
(a) You: (i) are at or above the legal age of majority in their jurisdiction (18 years old in most states); or (ii) are younger than the legal age of majority in their jurisdiction, who have the consent and are under the supervision of their parent or legal guardian and who agree, along with their parent or guardian, to be bound by all of the Terms;
(b) You agree that you are solely responsible for, and you assume all risks associated with your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party;
(c) You consent to our use of your personal information as outlined in the Privacy Policy;
(d) To the extent that you submit information that personally identifies or is otherwise of or about a third party ("Third Party Information") through the Service, you represent that all such Third-Party Information is of persons who are at least 18 years of age, and that you have validly obtained all consents and provided all notices required by applicable law for the submission, disclosure and use by us of the Third Party Information;
(e) Your User Content is original to you and contains no confidential information or proprietary materials of any third-party that you are prohibited from using or disclosing and no third-party intellectual property is incorporated into the User Content;
(f) You have full unrestricted right , power and authority to upload the User Content and to grant us the rights in the User Content that you grant hereunder, and our use of the User Content as contemplated in these Terms will not violate or infringe upon the rights of any third-party or violate any agreement between us or you and any other person, firm or organization or any law or governmental regulations;
(g) All information or material that you submit through the Site is true, accurate and complete, and you will maintain and update such information and materials as needed such that it remains true, accurate and complete; and
(h) You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3).
You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Chrono.
Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.
Chrono is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.
You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
You hereby grant (and you represent and warrant that you have the right to grant) to Chrono an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Service.
You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
The following terms constitute our "Acceptable Use Policy":
(a) You agree not to use the Service to submit, collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, bullying, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Service to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Service; or (vi) use software or automated agents or scripts to produce multiple accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that subject to Section 1.3 (e), we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person.
Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
If you provide Chrono with any feedback or suggestions regarding the Service ("Feedback"), you hereby assign to Chrono all rights in such Feedback and agree that Chrono shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.
Chrono will treat any Feedback you provide to Chrono as non-confidential and non-proprietary.
You agree that you will not submit to Chrono any information or ideas that you consider to be confidential or proprietary.
To inquire about becoming a Nexus Creator, visit https://www.nexus.gg.
All Nexus Creators must complete Creator Onboarding, and otherwise comply with these Terms, in order to be eligible to receive payments in connection with their Creator Account.
“Creator Onboarding” is the process of fully setting up a Creator Account and includes, without limitation, providing Chrono with all requested Payment Information (as defined in Section 4.9(c) below) and, where prompted by our systems, enrolling with our VPC partner and obtaining any required consent from a parent or legal guardian, as described in Section 4.2 below.
To remain eligible to receive payments under these Terms, Creators must complete Creator Onboarding within ninety (90) days from the date of the first purchase credited to their Creator Account (the “Onboarding Period”). Failure to complete Creator Onboarding within the Onboarding Period may result in the Creator Account being designated as “inactive,” as described in Section 4.9(j) below, until Creator Onboarding has been completed.
Note however, that “Restricted Creators,” as defined in Section 4.9(i) below, will not be eligible to receive payments even if they complete Creator Onboarding within the Onboarding Period. For more information about Restricted Creators please refer to Section 4.9(i).
If you are under the age of majority in your jurisdiction or if applicable law requires us to obtain verified parental consent before we collect your personal information, we may require you to sign up with our third party verified parental consent services partner (“VPC Partner”) and have your parent or legal guardian provide their consent prior to you becoming a Nexus Creator.
As part of the registration process, Creators are required to provide us with their birthdate.
You represent and warrant that the date you provide is true and accurate.
If you are under the age of 18, we will need you to follow the instructions of our VPC Partner to obtain the consent of your parent or legal guardian before you can participate in our Creator program.
If you have provided inaccurate birthdate information or have not otherwise provided us with the Payment Information described below, we reserve the right to withhold payment until we have received accurate Payment Information, and where necessary, parental or legal guardian consent through our VPC Partner or to deem your Creator account inactive as described in Section 4.9(j) below.
If we require verified parental consent from you and do not receive it within a reasonable period of time (as determined by us), we reserve the right to deactivate your account.
If our system prompts you to sign up with our VPC Partner and your parent or guardian does not consent as requested, or if you, or your parent or guardian, provide inaccurate information, you will not be eligible to be a Nexus Creator or to otherwise use or access the Services.
Additionally, some Creator programs are only available to Creators who are over a certain age.
For these programs we may require proof that you are at or above the age of eligibility for the given program.
The relationship between Chrono and Nexus Creators is that of independent contractors.
There is no employer-employee relationship, partnership or joint venture between the parties.
By becoming a Nexus Creator, you grant Chrono a license to use your name, likeness and approved biography to promote your affiliation with us.
We grant you a limited license to use our logo and other trademarks to promote your Nexus store, provided that you comply with any brand guidelines we may issue.
(a) Keeping User Information Private
You agree to keep all user information private using reasonable security measures.
You may not sell or disclose user information. You further agree to the terms of the Nexus Creator Data Processing Agreement ("DPA") which are incorporated into these Terms by references.
(b) Use of User Information
You agree that you may only use a user's information in a manner that: (i) such user has expressly consented to and (ii) is consistent with the terms of the DPA.
(c) Creator Conduct Code
You agree to comply with our Creator Code of Conduct, which you can access here: https://www.nexus.gg/legal/code-of-conduct
(d) FTC Endorsement Guidelines
Whenever you make any public statements in connection with your Nexus, or any Nexus product or Experience, you agree to clearly and conspicuously disclose your affiliation with Chrono and any other sponsorship or endorsement in accordance with the then current FTC Endorsement Guides and otherwise comply with all applicable laws or regulations.
(e) Contests and Promotions
You agree to comply with all policies, laws and regulations applicable when conducting any contest or promotion and you agree that you may not condition any participation in any contest or promotion on any use of, purchase or transaction using your Nexus or name Chrono (or Nexus) as a sponsor, promoter or participant in any contest or promotion.
(f) Compliance with Laws
You agree to comply with all policies, laws and regulations applicable to you, the subject matter of these Terms of Use, and your social accounts.
(g) Cooperation
You agree to cooperate with Chrono in good faith in connection with Creator activities related to the Service, including without limitation by following Chrono’s reasonable instructions.
You agree to assist us in reminding your followers that they may need follow Chrono’s VPC process in order to complete transactions on the Service, and you understand that we may refuse to process any Nexus transaction in our sole discretion.
(h) Creator SKUs
If you create or submit content for sale on a Nexus (each item of such content a "Creator SKU"), you agree to abide by all Creator SKU instructions and policies established by Chrono from time to time.
You agree that Creator SKUs are considered to be User Content and all terms that apply to User Content apply to Creator SKUs.
You may not create, submit or offer for sale on your Nexus, or any other Nexus, any Creator SKU that violates the Acceptable Use Policy in Section 3.3(a) above or that violates the Nexus Partner Code of Conduct.
Your Creator SKUs, and all elements thereof, must be original to you or you must have all the rights, licenses and permissions necessary for your creation, promotion and sale of the Creator SKU to third parties.
You agree that failure to comply with any of these responsibilities or any of the Terms, or any other published Chrono policy, could result in our removing your Nexus and banning you from using the Service.
Chrono and Creator may agree to provide specific single-use user experiences through the Nexus (each an "Experience").
For example, a user might be able to purchase a specific time to play a specified game with a Creator or other unique experience.
Should Chrono and Creator agree on any such Experience offer, in writing (email is sufficient), Creator agrees to execute the services required of the Creator to provide the Experience to the end user in a reasonable time and in no event beyond any agreed upon deadline set in the terms of sale or advertising of the individual Experience.
If Creator fails to provide any Experience, Creator agrees that no revenue will be attributed to the sale of such Experience, Chrono may refund the end user the purchase amount, and Creator will pay to Chrono an amount equal to the payment processor fees incurred by Chrono or any other out of Chrono's costs in connection with the Experience and indemnify and hold harmless Chrono from and against any claim by the user resulting from the failure to deliver.
(a) Programs. Chrono together with publishers of video game content (“Publishers”) may create and offer API-Driven Support-a-Creator Programs (“Programs”) from time to time.
These Programs allow eligible Creators to attribute sales, referrals, installations, or other player actions within a Publisher's game to a creator.
(b) Joining a Program. The Publisher associated with each Program will determine which Creators may join their Program (such Creators, “Program Eligible Creators”) and how.
(c) Identity Verification. In order to join a Program, Program Eligible Creators may be required to link their YouTube/Twitch or other social media account to verify their identity.
(d) Publisher Program Terms, Guidelines and Codes of Conduct. Publishers may in their discretion establish different or additional terms, including terms governing creator eligibility for payment, payment amounts, and additional guidelines or codes of conduct (collectively “Publisher Terms”).
By joining a Program, Creators are agreeing to be bound by these different or additional terms and to abide by the Publisher’s guidelines and codes of conduct.
Creators who fail to abide by all Publisher Terms will forfeit their right to receive payment in connection with the Program.
(f) Program Suspension/Removal. The Publisher associated with a given Program may suspend or remove a Creator from their Program at any time for any reason or no reason.
If this happens Creator will be eligible to receive the API Revenue Share for the relevant Program up to the date of suspension/removal subject to Section 4.9.
(g) Leaving a Program. Creators may opt to leave a Program at any time by emailing help@nexus.gg or leaving via their Nexus control panel.
Creators who leave a Program will be eligible to receive the API Revenue Share for that Program up to the date of suspension/removal subject to Section 4.9.
(a) Revenue Share. Chrono will pay Creator a pre-determined share of the revenue attributable to Creator's Nexus (“Store Revenue Share”) and a pre-determined share of revenue attributable to the API-driven Support-a-Creator programs (described below) in which Creator is participating (each an "API Revenue Share" and, collectively, together with the Store Revenue Share, the “Revenue Share”), subject to the terms in subsections (b) – (f) below.
The Store Revenue Share and each API Revenue Share are subject to change from time to time in Chrono’s sole discretion.
Chrono will provide Creator with notice of any changes either through the Creator Dashboard or via email and the change will become effective during the following Pay Period (as defined below).
(b) Tips. If Chrono allows users to provide tips or other payments tied to a particular Creator ("Tips"), all amounts received will be subject to the same payment terms under this Section 4.9.
For the avoidance of doubt, amounts payable to Creators are calculated after Chrono has deducted the actual processing fees it is charged for the total transaction amount.
(c) Creator's Duty to Provide Information. As a condition precedent to Creator's right to receive payments under this Agreement, Chrono must first receive and Creator (or Creator’s parent or legal guardian, where applicable) must provide Chrono with: (i) truthful and accurate information, (ii) an original completed and executed United States Internal Revenue Service Form W-9 (or, if a foreign entity, Form W-8 BEN) (iii) all other contact and payment information requested by Chrono, and (iv) if Chrono require, parental consent from Creator’s parent or legal guardian through VPC Partner as described above ((i) - (iv) are collectively referred to hereafter as the "Payment Information").
Creators must provide true and accurate information about themselves and their country of residence when they create or update their Account.
It is Creator's responsibility to promptly inform Chrono of any changes to Creator's Payment Information or country of residence.
Creator further understands and agrees that Creator will have no right to receive payments hereunder if Creator has provided invalid information, including Payment Information.
(d) Minimum Payment Amount. For each Pay Period (as defined below), a minimum of $100 USD must accrue to Creator’s account before Chrono will remit payment to Creator.
Chrono will have no obligation to pay Creator unless and until the balance of Creator's account with Chrono exceeds $100.
If the amount due to Creator is less than $100 USD for any Pay Period, this amount will rollover into the next Pay Period and Chrono will remit payment to Creator after the total amount accrued exceeds $100.
(e) Payment Timing.
(i) Nexus Store Payments. In connection with Creator Nexuses, within 45 days of the end of each calendar month (each month a "Pay Period"), Chrono will pay to Creator their Store Revenue Share for that Pay Period, provided that the amount due to Creator is $100 USD or more, along with a confirmation email describing the total amount owed.
(ii) API-driven Support-a-Creator Payments. Subject to 4.9(f) below, and provided that the total amount due to Creator is $100 USD or more, Chrono will pay to Creator their API Revenue Share for each Pay Period within 75 days of the end of the relevant Pay Period, along with a confirmation email describing the total amount owed.
(f) API Revenue Share Payment Exclusions. The following amounts are excluded from the API Revenue Share: (i) any amounts that Chrono does not actually receive from the relevant Publisher, and (ii) amounts for actual chargebacks, returns, discounts, refunds or fraudulent transactions (collectively “Chargebacks”).
Creator understands and agrees that Chrono may deduct Chargebacks associated with Creator’s API Revenue Share (as defined below) from one Pay Period from Creator’s API Revenue Share in a future Pay Period.
(g) Payment Dashboard. Creator's Nexus dashboard will also provide Creator with an estimate of amounts owed.
Chrono will not be liable for any broker's, agent's or manager's fees or commissions, taxes, production company fees or other payments to third parties owed or payable by Creator in connection payments to Creator with this Agreement.
(h) Payment Suspensions. We may suspend, delay or block any payments for violations of our policies or compliance issues (including, without limitation, tax issues, suspected fraud, criminal activity or economic sanctions violations).
In order to protect Creators, we may withhold or block payments if we reasonably believe they are fraudulent.
(i) Restricted Creators. We cannot make payments to Creators who reside in regions subject to sanctions or trade restrictions, as described in Section 4.9(m) below (each, a “Restricted Creator”). Any Restricted Creator who elects to participate in the Programs or otherwise in our Services acknowledges and agrees that, for so long as they qualify as a Restricted Creator, they are not eligible to receive payments of any kind from us.
If we determine that a Creator is a Restricted Creator and funds are earned through that Creator’s account, we may designate the account as “inactive” for the duration of such Restricted Creator status and will handle the account and any associated funds in accordance with the procedures set forth in Section 4.9(j) below for inactive accounts.
(j) Inactive Accounts, Invalid Payment Information and Maintenance Fees.
Chrono may deem Creator accounts to be “Inactive” in any of the following circumstances:
(1) If there is “substantial inactivity “on Creator's account for a period of 365 days or more, and the balance on Creator's account is less than $100 or
(2) If the Creator fails to complete Creator Onboarding as described in Section 4.1 within 90 days of the first purchase credited to that Creator’s account, via a Creator Code or otherwise,
(3) If we require verified parental consent from a Creator (regardless of their age) and do not receive it within a reasonable period of time (as determined by us), or
(4) If the Creator is a Restricted Creator as described in Section 4.9(i) above.
As used above, “substantial inactivity” means a Creator’s failure to log into their account for a year or longer.
If a Creator account is deemed inactive, Chrono may deactivate the Creator’s Creator Codes, close their account and/or terminate this agreement.
If there is a balance on a Creator account that has been deemed inactive, a maintenance fee will be deducted from Creator's balance in an amount equal to the lesser of: (i) Creator's account balance or (ii) $20.
If Creator has provided Chrono with valid Payment Information in accordance with Section 4.9(c), and the Creator is not a Restricted Creator Chrono will pay the remainder of the balance to Creator, if any.
If Creator has not provided Chrono with valid Payment Information, an ongoing, monthly maintenance fee of $20 (the “Maintenance Fee”) will be deducted from Creator's balance until Creator’s balance reaches $0.
Provided that, if Creator provides Chrono with valid Payment Information before Creator’s balance reaches $0, then within 30 days of Chrono's receipt of valid Payment Information from Creator, and Creator is not a Restricted Creator, Chrono will pay the then-remaining balance amount to Creator.
If the Creator is a Restricted Creator their account will be deemed inactive for purposes of payment and the Maintenance Fee will be deducted from that Creator’s balance until the balance reaches $0, or until Chrono receives sufficient evidence, in Chrono’s sole determination, establishing that the Creator no longer qualifies as a Restricted Creator.
(k) Taxes. You are responsible for reporting and paying all taxes associated with the amounts you earn through your Nexus.
We collect tax identification information and report this to tax authorities as legally required.
If we are required by law to collect transactional taxes (such as VAT or GST or similar taxes), we will add this amount to amounts collected from end users and deduct the amounts from sums paid to you.
(l) Fees. You are responsible for reporting and paying all taxes associated with the amounts you earn through your Nexus.
(m) OFAC. We cannot take part in transactions that violate economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury.
For example, we cannot participate in transactions involving designated people, places, or items that originate from those places, as determined by agencies like OFAC.
These restrictions generally prohibit transactions involving certain areas (e.g. Crimea, Cuba, Iran, North Korea, and Syria), or any individual or entity operating or residing in those places or individuals, or entities identified on sanctions lists such as OFAC’s Specially Designated Nationals (“SDN”) List or Foreign Sanctions Evaders ("FSE") List.
We take steps to ensure compliance with these regulations including, but not limited to: we prohibit access to Nexus in certain geographic locations; we reserve the right to request additional information from you, or ask you to take other steps to help us meet compliance obligations; if suspect you are operating your account from a sanctioned location or are in violation of any economic sanction or trade restriction, we may suspend, terminate or take other action on your account; we prohibit any user from using Nexus on behalf of or to benefit any individual or entity subject to sanctions.
Our payment partners may independently monitor financial transactions for sanctions compliance and may block transactions as part of their own compliance programs.
Economic sanctions and trade restrictions are updated frequently and may result in changes to our services to any individual, entity, country or region as we comply with such sanctions and restrictions.
(a) Services and Products. We may at any time in our sole discretion, suspend or terminate any of our services, including your Nexus, or your access to the same.
In such an event this Agreement will immediately terminate.
(b) Creator Product Requests.
Creators may submit requests that certain products be available for sale on their Nexus and we will endeavor to accommodate such requests.
However, Chrono does not guarantee or warrant that any Product or Experience is or will remain available for sale or distribution through the Chrono Platform or the Nexus and Chrono may, in its sole discretion, add or remove specific Products or Experiences from the Nexus or the Chrono Platform for any or no reason.
Creator agrees that if Creator uses the Service to create, organize, conduct, advertise, promote, or administer any contest, sweepstakes, giveaway, or other promotion (each, a “Promotion”), Creator is solely responsible for the operation of the Promotion and for ensuring that the Promotion complies with all applicable laws, regulations, and these Terms.
Additionally, in order to use the Services in connection with a Promotion, Creator must do the following:
Prepare and publish complete and legally compliant official rules (“Official Rules”) governing the Promotion;
Clearly establish and disclose all offer terms and eligibility requirements, including any age, residency, or geographic restrictions;
Ensure full compliance with all applicable laws and regulations governing promotions, including any requirements relating to registration, bonding, consumer protection, advertising, and prize fulfillment; and
Ensure that all prizes offered in connection with the Promotion are lawfully awarded and delivered.
The Official Rules for each Promotion must include the following:
A full and complete release by each participant of Chrono, its licensors and affiliates, and their respective directors, officers, employees, and agents from any and all claims, losses, damages, and liabilities of any kind arising out of or relating to the Promotion; and
A clear and conspicuous statement that the Promotion is not sponsored, endorsed, administered by, or associated with Chrono or the Service.
Creator acknowledges and agrees that, in the absence of a separate written agreement to the contrary signed by Chrono, Chrono does not sponsor, administer, or otherwise operate Creator Promotions through the Service and will not assist in their administration. Chrono does not provide legal advice regarding Promotions. Creator is solely responsible for obtaining all permissions, consents, and releases that are necessary or appropriate in connection with the Promotion.
Creator further acknowledges and agrees that any Promotion conducted through or in connection with the Service is undertaken entirely at Creator’s own risk. Chrono assumes no responsibility or liability for any Promotion conducted by any user of the Service or any aspect thereof. Creator hereby irrevocably releases Chrono, its affiliates, and their respective directors, officers, employees, and agents from any and all liabilities, causes of action or claims of any kind, arising out of or relating to any Promotion conducted by Creator using the Service.
Creator agrees to indemnify, defend and hold harmless Chrono and its employees, officers, directors, agents, successors, affiliates, assigns and others working on its behalf, from and against any and all loses, claims, damages, liabilities, judgements, fines, costs and expenses (including, without limitation, reasonable attorneys' fees) (collectively, "Losses"), arising out of or in connection with: (a) any Creator SKU and/or other User Content of Creator; (b) Programs joined by Creator; (c) Promotions created, organized, conducted, advertised, promoted, or administered by Creator or in which Creator otherwise participated in any manner, (d) Creator's alleged or actual breach of any of the Creator's obligations, covenants, representations or warranties hereunder, including without limitation the Creator Responsibilities or (e) Creator's negligence or willful misconduct.
Except to the extent of Creator's indemnification obligation to Chrono hereunder, Chrono agrees to defend, indemnify and hold Creator harmless from and against any and all third-party Losses arising out of the Chrono Platform, except as caused by Creator's negligence or misconduct or as otherwise provided under the Terms.
This provision will survive the expiration or termination of this Agreement.
(a) Sales Incentive Programs.
Chrono may from time-to-time conduct sales incentive programs whereby the Eligible Creator who sells the most units of the Incentive Product and who meets all other Award Criteria described in the applicable Incentive Announcement, will be entitled to receive the applicable Incentive Award (a "Sales Incentive Program") subject to the terms herein and provided that no Grounds for Qualification exist.
Prior to conducting a Sales Incentive Program, Chrono will publish on its site an Incentive Announcement.
(b) Definitions
(i) "Award Criteria" means the objective criteria identified in an applicable Incentive Announcement which must be achieved by an Eligible Creator in order for such Eligible Creator to be eligible to be awarded the Incentive Award identified in the applicable Incentive Announcement.
(ii) "Eligible Creators" means Creators who at all times prior to and during an applicable Incentive Period and prior to the time that an applicable Incentive Award is awarded: (i) have a valid Creator account and Nexus; (ii) are not Prohibit Persons; (iii) are not residents of a Prohibited Jurisdiction, (iv) are in compliance with all of these Terms, the Code of Conduct, any other agreement between Chrono and the Creator, and all applicable laws; and (v) has not committed any act or omission resulting in any of the Grounds for Disqualification described below.
(iii) "Incentive Announcement" means a publication by Chrono announcing a Sales Incentive Program which will include the following information: (i) Incentive Period, (ii) Incentive Product(s), (iii) Incentive Award, and (iv) the Incentive Sponsor.
(iv) "Incentive Award" means the award described in an Incentive Announcement which will be given to the Eligible Creator who Chrono deems to meet the Award Criteria defined in the applicable Incentive Announcement, subject to the terms and conditions herein.
(v) "Incentive Period" means the period of time described in an Incentive Announcement.
(vi) "Incentive Product(s)" means the product or products identified in an applicable Incentive Announcement the sale of which is part of the Award Criteria for an Incentive Program.
(vii) "Incentive Sponsor" has the definition given to it in an applicable Incentive Announcement.
(viii) "Prohibited Jurisdiction" means any jurisdiction where applicable law prohibits or restricts a Sales Incentive Program, including without limitation: Austria, Belgium, Czech Republic, Germany, Greece, France, Hungary, Italy, Poland, Portugal, Spain, Sweden, and Quebec.
(ix) "Prohibited Parties" means any officer, director, employee, contractor of Chrono, Incentive Sponsor, it or their affiliates, or members of their immediate family or persons living in the same household.
(x) "Potential Winner" means the Eligible Creator deemed by Chrono, in its sole and final determination, to have met all applicable Award Criteria at the end of the Incentive Period and who is therefore eligible to be awarded the Incentive Award.
(xi) "Winner" means the Eligible Creator who is confirmed the winner of the Incentive Award by Chrono.
(c) Void Where Prohibited. Sales Incentive Programs are void where prohibited.
(d) Entry.
All Eligible Creators will automatically be included in the Sales Incentive Program.
(e) No Purchase Necessary.
Eligible Creators are not required to make a purchase in order to participate in any Sales Incentive Program.
(f) Potential Winner Notification. Chrono will notify the Potential Winner using the email associated with such Creator's Nexus account ("Potential Winner Notification").
The Potential Winner must respond to the Potential Winner Notification within 48 hours of it being sent unless a longer timeframe is specified in the Potential Winner Notification.
Failure to respond within the applicable timeframe or to provide any information requested by Chrono in order to confirm the eligibility of the Potential Winner, will result in forfeiture of the Incentive Award.
The return of any Potential Winner Notification as undeliverable may result in disqualification and the runner-up Eligible Creator being deemed the Potential Winner.
(g) Winner; Winner Confirmation Procedure. A Potential Winner will only be confirmed as a Winner after Chrono is satisfied that the Potential Winner is an Eligible Creator.
Winners must be willing and able to claim and/or accept the Incentive Award, and all elements thereof, in full in the period specified by Chrono.
Potential Winners are subject to confirmation and verification by Chrono, by whatever means Chrono shall deem appropriate.
If Chrono deems the Potential Winner to be an Eligible Creator and no Grounds for Disqualification exist, Chrono will confirm the Potential Winner to be the Winner and will award the Winner the Incentive Award.
The Winner will be solely responsible for all taxes associated the applicable Incentive Award.
(h) Grounds for Disqualification: (i) the commission of any fraud or deception in connection with Creator's users, Creator's Nexus, and/or relationship with Chrono; (ii) acting in an obnoxious, threatening, abusive, or harassing manner, at any time before or during the awarding of the Prize, in whole or in part; (iii) committing a crime or participating in any other behavior that Chrono or an applicable Incentive Sponsor believe in their sole discretion to be disparaging or otherwise damaging to their brand or company; (iv) Winner's inability to timely accept the Incentive Award for any reason and (v) Chrono's inability to timely award or otherwise fulfill the applicable Incentive Award, due to circumstances beyond Chrono's reasonable control, including without limitation, legal restrictions, Acts of God, natural disasters, pandemics/epidemics, terrorism, and weather ((i) - (v) collectively "Grounds for Disqualification").
(i) Errors. Chrono and Incentive Sponsor will not be responsible for: Creator's failure to receive Incentive Award Notices, including without limitation failures due to Creator's spam, junk e-mail, or other security settings or for Creators' provision of incorrect or otherwise non-functioning contact information; technical, hardware, or software malfunctions or errors, including without limitation errors or malfunctions associated with the Nexus platform and ecommerce providers, lost or unavailable network connections, or failed, incorrect, inaccurate, incomplete, garbled, or delayed electronic communications whether caused by the sender or by any of the equipment or programming associated with or used in any Sales Incentive Program; damaged or defective Incentive Award; by any human error which may occur in the processing of data including Nexus sales data; error, delay or other issues with respect to the shipping of Incentive Awards; or any typographical, technological, or other error in the publishing of the Incentive Announcement, administration of the Sales Incentive Program, or announcement of the Incentive Award (collectively "Error" or "Errors").
If, in the Chrono's opinion, Chrono detects an Error, or there is any suspected evidence of tampering with any portion of the Sales Incentive Program, or if technical difficulties (including viruses and bugs) compromise the integrity of the Sales Incentive Program, Chrono reserves the right, in its sole discretion, to cancel or modify this Sales Incentive Program in a manner deemed appropriate by the Chrono.
In the event of termination prior to the selection of a winner, winners will be selected from the Eligible Creator meeting the Award Criteria at the time the Sales Incentive Program is terminated.
If by reason of a publication or other error, Incentive Awards are claimed than the number set forth in the applicable Incentive Announcement, or if more than one Eligible Creator meets the applicable Award Criteria, the Incentive Award will be awarded to the Eligible Creator who achieved the most overall sales through their Nexus during the 30-day period prior to the start of the Incentive Period.
No more than the advertised number of Incentive Awards will be awarded.
(a) Directed Donations Option.
Nexus Creators can direct us to donate a portion of their earnings to one of our selected charities ("Selected Charities") by selecting the "Directed Donations" option in your payment options.
The Directed Donations option allows you to set any percentage of your earnings from (0-100%).
(b) Changing Directed Donations Settings.
If you decide that you would like to change your Directed Donations settings you may do so at any time and the change will take effect prospectively.
You are not able to change your Directed Donation settings for previous transactions.
(c) How Directed Donations Work.
We will make all donations under the Directed Donation Program ("Directed Donations") using Tiltify or another provider of our choosing.
All Directed Donations will originate from us. So, your taxable earnings will not include any amounts that you have directed us to donate under the Directed Donations option.
PLEASE NOTE THAT You will NOT be able to claim these donations for tax purposes.
(d) Timing of Donations.
We will make Directed Donations on a monthly basis. We will aggregate the total Directed Donations across our platform ("Aggregate Donations") directed to each Selected Charity on a monthly basis and make a single donation to the Selected Charity of the applicable Aggregate Donations amount, provided that the Aggregate Donations for the Selected Charity meet the Contribution Threshold (defined below).
(e) Contribution Threshold. We will only make a donation to an applicable Selected Charity when the Aggregate Donations to that Selected Charity meets or exceeds $50.00 USD (the "Contribution Threshold").
If any single Selected Charity has less than $50.00 USD in total donations in a given month, we will roll the donations for the applicable charity over to the next month until the Aggregate Donations for that charity meet the Contribution Threshold.
Purchases through our Service are governed by Chrono Terms of Sale.
You can find them here: https://www.nexus.gg/terms-of-sale.
You may need to grant us access to your third-party social accounts (for example, Twitch, YouTube, Mixer, etc.) in order for the Service features to function.
You can revoke our access to these accounts at any time for any reason using the third party's security setting.
However, the Service may not function properly if you deny such access.
YouTube Terms. By using features of Nexus that use or access YouTube API Services, you agree to be bound by the YouTube Terms of Service, available at https://www.youtube.com/t/terms.
The Service may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads").
Such Third-Party Links & Ads are not under the control of Chrono, and Chrono is not responsible for any Third-Party Links & Ads.
Chrono provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.
You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so.
When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices.
You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
Each Service user is solely responsible for any and all of its own User Content.
Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others.
We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content.
Your interactions with other Service users are solely between you and such users.
You agree that Chrono will not be responsible for any loss or damage incurred as the result of any such interactions.
If there is a dispute between you and any Service user, we are under no obligation to become involved.
You hereby release and forever discharge Chrono (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Service users or any Third-Party Links & Ads) and any Incentive Sales Promotion.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER 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."
THE SERVICE AND ALL INCENTIVE AWARDS ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND CHRONO (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CHRONO (OR OUR SUPPLIERS OR INCENTIVE SPONSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE, AN INCENTIVE PROGRAM OR PROGRAMS, INCENTIVE AWARDS, OR INABILITY TO USE, THE SERVICE, EVEN IF CHRONO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50).
THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Subject to this Section, these Terms will remain in full force and effect while you use the Service.
We may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms.
Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately.
You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.
Chrono will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.2 through 1.6, Section 2.2, 3 and Sections 4.9(h)-(l), Section 4.10 and Sections 6 through 12.
We respect the intellectual property rights of others, and we ask you to do the same.
In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.
If you are a copyright owner or an agent of a copyright owner and believe that any content in the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by contacting our Copyright Agent at:
Copyright Compliance Department
1401 Lavaca Street, Unit #356
Austin, TX 78701
copyright@chrono.gg
+1 (424) 247-6663
You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
You must provide the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) A description of the copyright-protected work or other intellectual property right that you claim has been infringed;
(c) A description of the material that you claim is infringing and where it is located in the Services;
Your address, telephone number, and email address;
(d) A statement by you that you have a good faith belief that the use of those materials is not authorized by the copyright owner, its agent, or the law;
and
(e) A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
Counter-Notices.
Regarding any content that was removed or disabled, if you believe that your content is not infringing or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice to our Copyright Agent.
Your counter-notice must include all the following information:
The material alleged to be infringing, including its location.
A statement by you declaring under penalty of perjury that you have a good-faith belief that the material at issue was either misidentified or mistakenly removed.
Your name, address, email address, physical address and telephone number.
One of the following two statements: (i) If you are located within the United States: “I consent to the jurisdiction of the United States federal district court for the judicial district in which my address is located and will accept service of process from the person who provided the notice set forth above or their agent” or (ii) If you are located outside of the United States: “I consent to the jurisdiction of any United States federal district court where Chrono is located and will accept service of process from the person who provided the notice set forth above or their agent.”
Your physical or electronic signature.
If your counter-notice does not meet all of the above requirements, it will not be valid.
As with DMCA Notices, making false statements in connection with a counter-notice may result in criminal or civil penalties.
When our Copyright Agent receives a counter-notice, we may send a copy of the counter-notice to the original complaining party informing that party that we may, in 10 business days, replace the removed content or stop disabling it.
Unless the copyright owner files an action seeking a court order against the provider of the content, the removed content may be replaced or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, in our sole discretion.
Repeat Infringer Policy.
Our intellectual property policy is to: (i) remove or disable access to material that we believe in good faith, upon notice from an intellectual property rights owner or their agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (ii) in appropriate circumstances, to terminate the accounts of and block access to the Services by any user who repeatedly or egregiously infringes other people’s copyrights or other intellectual property rights.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Service.
You are responsible for providing us with your most current email address.
In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Service.
These changes will be effective immediately for new users of our Service.
Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Please read this Arbitration Agreement carefully. It is part of your contract with Chrono and affects your rights.
It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court must be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to the Company attn.: Terms of Use Dispute at the address listed in Section 11.8 (or such other address as may be provided by the Company for this purpose. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration. You agree that any dispute, claim or controversy arising hereunder or relating in any way to these Terms and not informally resolved will be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Dispute arises (the “Rules”), as modified by these Terms. The arbitration will be conducted by a single arbitrator and may be conducted remotely.
The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act and can be enforced like any other court order or judgment.
The party filing a claim or counterclaim in the arbitration proceeding must pay the deposit(s) determined by NAM with respect to such claim or counterclaim.
All other costs associated with the arbitration must be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration.
In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration will be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration.
Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator will apply the substantive law of the State of Texas, without giving effect to its conflict of laws provisions.
(d) Coordinated Filings. If 25 or more Notices of disputes are sent that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Cases” and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Cases are sought to be filed in arbitration as set forth in this Agreement. Disputes over whether a case or cases meet the contractual definition of “Coordinated Cases” will be decided by the arbitration provider as an administrative matter. Demands for Arbitration in Coordinated Cases may only be filed with the arbitration provider as permitted by the bellwether process set forth below. Applicable statutes of limitations will be tolled for claims asserted in a Coordinated Case from the time a compliant Notice of Dispute has been received by a party until, under the terms of this Agreement, the Coordinated Case is filed in arbitration or, as provided for below, in court.
Once counsel in the Coordinated Cases has advised us that all or substantially all Notices of dispute have been provided for those cases, counsel for the parties shall confer in good faith regarding the number of cases that should proceed in arbitration as “bellwethers,” to allow each side a reasonable opportunity to test the merits of its arguments. If counsel for the parties do not agree on the number of bellwethers, an even number will be chosen by the arbitration provider as an administrative matter (or, in the arbitration provider’s discretion, by a process arbitrator). Factors that the arbitration provider may consider in deciding how many bellwether trials to order include the complexity of the dispute and differences in facts or applicable laws among various cases. Once the number of bellwethers is fixed, by agreement or by the arbitration provider, each side shall select half that number from among the claimants who have provided compliant Notices of dispute, and only those chosen cases may be filed with the arbitration provider. No other cases may be filed until those bellwether matters have concluded, and we cannot be required to pay any fees associated with arbitration demands other than those permitted to be filed as bellwethers. The parties acknowledge that resolution of Coordinated Cases not selected as bellwethers will be delayed by this bellwether process.
Unless the parties agree otherwise, each bellwether trial should be assigned to a different arbitrator.
Only bellwether trials will proceed in arbitration. Once all bellwether trials have concluded (or sooner if all parties’ counsels agree), the parties must engage in a single mediation of all remaining Coordinated Cases, with each side paying half the applicable mediation fee. If we cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter.
If the mediation does not yield a global resolution, this arbitration requirement will no longer apply to Disputes that are the subject of Coordinated Cases for which a compliant Notice of dispute was received by the other party but that were not resolved in bellwether proceedings. Such disputes may be filed only in the state courts in Travis County, Texas, or if federal jurisdiction exists, in the United States District Court for the Eastern District of Texas, and you consent as part of the Agreement to venue such cases exclusively in these courts. To the extent you are asserting the same claims as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.
(e) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. In the event any litigation should arise between you and the Company in any state or federal court, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(f) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(g) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(h) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Agreement shall continue in full force and effect.
(i) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(j) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, complaint or remedy under the EU General Data Protection Regulation, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(k) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Travis County, Texas, for such purpose
The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries.
You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Chrono, or any products utilizing such data, in violation of the United States export laws or regulations.
Chrono is located at the address in Section 11.8.
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The communications between you and Chrono use electronic means, whether you use the Service or send us emails, or whether Chrono posts notices on the Service or communicates with you via email.
For contractual purposes, you (a) consent to receive communications from Chrono in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Chrono provides to you electronically satisfy any legal requirement that such communication would satisfy if it were in a hardcopy writing.
The foregoing does not affect your non-waivable rights.
These Terms constitute the entire agreement between you and us regarding the use of the Service.
Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Your relationship to Chrono is that of an independent contractor, and neither party is an agent or partner of the other.
These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Chrono's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Chrono may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
Copyright © 2022 Chrono, Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Service are our property or the property of other third parties.
You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Chrono, Inc.
1401 Lavaca Street, Unit #356
Austin, TX 78701
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