CTFd
TERMS OF USE
Last updated: April 2, 2024
1. AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Users”) and CTFd LLC ("CTFd", “we”, “us”, or “our”), concerning your access to and use of the https://ctfd.io websites, software, applications, and other existing and future products and services, owned, operated, controlled or offered by CTFd (collectively, the “Services”). You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference.
The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2. ELIGIBILITY
You may use our Services only if (a) you can form a binding contract with CTFd (18 years old in most jurisdictions), and only in compliance with these Terms of Use and all applicable local, state, national, and international laws, rules and regulations and (b) you are not a person who is barred from receiving the Services under the laws of any country including the country in which you are a resident or from which you are using the Services. Any use of the Services by anyone under 13 is strictly prohibited and in violation of these Terms of Use.
If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and that you agree to these Terms of Use on the entity’s behalf.
3. ORGANIZATIONS AND BUSINESSES
Organization Users. If your organization subscribed to our Services in a separate agreement, your organization is an “Organization User.” To the extent there is a conflict between these Terms of Use and the terms of your separate agreement, these terms will control unless the separate agreement expressly states otherwise. As an Organization User, you are permitted to create a challenge environment on our Services (“Organization Environment”). Your Authorized Users may access and use the Organization Environment subject to your and their strict compliance with these Terms of Use.
Authorized Users. If you are an Organization User, you must ensure that your employees, contractors or agents authorized to access and use our Services (“Authorized Users”) comply with these Terms of Use. Organization Users shall be liable for all acts and omissions of Authorized Users as if their acts or omissions were their own.
4. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
5. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Services is our proprietary property and all source code, databases, functionality, software, themes, website designs, audio, video, text, photographs, graphics, user interface, interactive features, educational tools, files, scripts, designs, instructions, urls, look-and-feel, design, layout, organization, presentation, navigation, compilation, assembly, arrangement, trade dress, stylistic convention and any related process or methodology provided or used by CTFd (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Services “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold or licensed, without the rightful owner’s or our express prior written permission.
Provided that you are eligible to use the Services, you are granted a limited license to access and use the Services and to download or print a copy of any portion of the Content to which you have properly gained access. We reserve all rights not expressly granted to you in and to the Services, the Content and the Marks.
6. USER REGISTRATION
You may be required to register with the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
7. FEES AND PAYMENT
Unless otherwise stated in a separate agreement, we accept the following forms of payment:
- Visa
- Mastercard
- American Express
- Discover
You may be required to purchase or pay a fee to access some of our Services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We may bill you through an online billing account for purchases made via the Services. Sales tax will be added to the price of purchases as required under law. Unless otherwise stated in a separate agreement, we may change prices at any time. All payments shall be in US dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Services.
8. CANCELLATION
You can cancel your subscription at any time before the end of the current paid term by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at [email protected] .
9. USE of CTFd CONTENT
Subject to your complete and ongoing compliance with these Terms of Use, and except as set forth in Section 20 (Term and Termination), CTFD grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable (except as permitted under Section 3 to Authorized Users) and worldwide right and license to access and use the Services and the CTFD Content solely during the term of these Terms of Use and solely in strict compliance with the provisions of these Terms of Use. You will not remove any proprietary notice language corresponding to the CTFd Services and/or Content.
10. AUDIT RIGHTS
You understand that we may monitor your use of our hosted Services (“CTFd Cloud”) in order to verify that you have not exceeded your permitted number of Authorized Users. If we becomes aware of any excess usage of CTFd Cloud, then you will pay for the excess usage and for any ongoing excess usage at our then-current rates. Upon our written request, you shall furnish is with a signed certification certifying that CTFd Cloud is being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice, we may audit your compliance with this Agreement, your use of CTFd Cloud, and your software monitoring system and records, provided such audit is during regular business hours. If such inspections or audits disclose that you have accessed or permitted access to CTFd Cloud in a manner that is not permitted under this Agreement, then we may terminate this Agreement pursuant to Section 20 and you are liable for the reasonable costs of the audit in addition to any other fees, damages and penalties we may be entitled to under this Agreement and applicable law.
11. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a User of the Services, you represent and warrant that you will not:
1. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
2. Use unauthorized product keys or keycode(s) or distribute or publish keycode(s) except as may be expressly permitted by CTFd in writing
3. As applicable to User-based licenses, enable access to the Services for a greater number of Authorized Users than the sum quantity of licenses purchased on the applicable ordering document(s);
4. As applicable to User-based licenses, reassign license rights between Authorized Users so frequently as to enable a single license to be shared between multiple users;
5. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as User passwords.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
8. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
9. Attempt to impersonate another user or person or use the username of another user.
10. Sell or otherwise transfer your profile.
11. Use any information obtained from the Services in order to harass, abuse, or harm another person.
12. Use the Services as part of any effort to compete with us.
13. Modify any part of the Services, create a derivative work of any part of the Services, or incorporate the Services into or with other software, except to the extent expressly authorized in writing by CTFd or as permitted by an applicable open source software license
14. Decompile, disassemble, or otherwise reverse engineer the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Services by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, or as permitted by an applicable open source software license);
15. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
17. Remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Services
18. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
19. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
20. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
21. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
22. Use the Services in a manner not in compliance with any applicable laws or regulations, including data privacy laws.
23. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
12. USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, design and administer challenges and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, software, data, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Services.
13. PRIVACY
If you are an Organizer, whenever you collect Personal Data (as defined in our Privacy Policy) from an Authorized User, you must inform the Authorized User from whom you collect the information of how you will use, process, disclose, protect, and retain that Personal Data by presenting a privacy policy or privacy notice to the Authorized User prior to collecting the Authorized User’s Personal Data. You may only collect Personal Data in compliance with applicable laws, and, obtain when needed, the Authorized User's consent. The Personal Data collected must be limited to that which is reasonably necessary to accomplish your legitimate business purposes or as necessary to comply with law.
14. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, modify, translate, transmit, excerpt (in whole or in part), and distribute such Contributions, to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing, in connection with our Services. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
CTFd may, but has no obligation to, monitor, review, or edit your Contributions. In all cases, CTFd reserves the right to remove or disable access to any Contributions for any or no reason, including Contributions that, in CTFd’s sole discretion, violates these Terms of Use. CTFd may take these actions without prior notification to you or any third party. Removal or disabling of access to your Contributions shall be at our sole discretion, and we do not promise to remove or disable access to any specific Contributions.
15. FEEDBACK
From time to time, you may submit comments, information, questions, data, ideas, descriptions of processes, or other information to us (“Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CTFD under any fiduciary or other obligation, and that you grant to CTFD an irrevocable, worldwide, perpetual and royalty-free license to use, incorporate, modify, improve upon, and create derivative works of the Feedback without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You will not give Feedback that is subject to license terms that seek to require any CTFD product, technology, service or documentation incorporating or derived from such Feedback, or any CTFD intellectual property, to be licensed or otherwise shared with any third party. You further acknowledge that, by acceptance of your submission, CTFD does not waive any rights to use similar or related ideas previously known to CTFD, or developed by its employees, or obtained from sources other than you.
16. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Services) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any websites to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
17. US GOVERNMENT END USERS
Our Services are commercial computer software. If the user or licensee of our Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Terms of Use in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
18. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, restrict access to or limit the availability of, any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
19. PRIVACY POLICY
We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Terms of Use.
20. TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Services.
Either party may terminate this Agreement (including all related subscription and order forms) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach including without limitation your failure to pay, provided that we may terminate this Agreement or suspend your account immediately, with or without notice, upon any breach of Section 4 (User Representations), Section 11 (Prohibited Activities), Section 12 (User Generated Contributions) or if you violate any other restrictions contained in Section 30 (Export Control); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
If we terminate or suspend your account due to your material breach, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
You acknowledge that, except as exported or printed prior to termination or expiration by you as may be permitted through the functionality of our Services, following termination or expiration you shall have no further access to any of your data input into our Services, and that CTFd may delete any such data at any time. However, CTFd may retain a copy of your Contributions (which includes your data) for backup, archival, or audit purposes only. Retention policies of data that constitutes personally identifiable information are further explained in our Privacy Policy. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, representations and warranties, disclaimers, indemnity and limitation of liability.
Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
21. MODIFICATIONS AND INTERRUPTIONS
You acknowledge that CTFd Cloud is an on-line, subscription-based product, and that in order to provide improved customer experience we may make changes to CTFd Cloud (which may include making available different or substitute code compared to those available as of the Effective Date).
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience, caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
22. MODIFICATIONS TO THIS TERMS OF USE
CTFd may modify this Agreement from time to time by giving notice to you through our online user interfaces. Unless a shorter period is specified by CTFd (e.g. due to changes in the law or exigent circumstances), the modifications become effective upon renewal of your current Term or entry into a new subscription form. If CTFd specifies that the modifications to this Agreement will take effect prior to your next renewal or order and you notify CTFd in writing at [email protected] of your objection to the modifications within thirty (30) days after the date of such notice, CTFd (at its option and as your exclusive remedy) will either: (a) permit you to continue under the existing version of the Agreement until expiration of the then-current Term (after which time the modified Agreement will go into effect), or (b) allow you to terminate this Agreement and receive a refund of any pre-paid online subscription fees allocable to the terminated portion of the applicable Term. You may be required to click to accept or otherwise agree to the modified Agreement in order to continue using CTFd Cloud, and, in any event, continued use of CTFd Cloud after the modified version of this Agreement becomes effective will constitute your acceptance of such modified version.
23. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or Content, or refusal of a license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
24. DISPUTE RESOLUTION
a. Informal Negotiations. Before filing a claim against CTFd, you agree to try to resolve the dispute by first emailing [email protected] with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or CTFd may then bring a formal proceeding.
b. Arbitration Agreement. Unless you opt-out during the Opt-Out Period in accordance with the instructions below, you and CTFd agree to resolve any claims, disputes and matters arising out of or in connection with these Terms of Use (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and CTFd expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
c. Arbitration Opt-out. You can decline this agreement to arbitrate by emailing us at [email protected] within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 24c, then Sections 24b, 24d, 24e and 24f of these Terms of Use do not apply to you. This opt-out doesn’t affect any other sections of the Terms of Use , including without limitation Sections 24h (Time for Filing), 24i (No Class Actions) and 25 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact [email protected].
d. Arbitration Time for Filing. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
e. Arbitration Procedures. JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute. You and CTFd agree that these Terms of Use affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite Section 25 below). Any arbitration hearings will take place at a location to be agreed upon in New York, New York, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
f. Arbitration Fees. The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
g. Exceptions to Arbitration Agreement. Notwithstanding anything in these Terms of Use, either you or CTFd may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. Either you or CTFd may also assert claims, if they qualify, in small claims court in New York, New York or any US county where you live or work.
h. Time For Filing. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
i. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed.
25. GOVERNING LAW; JURISDICTION.
These Terms of Use (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with these Terms of Use and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of New York with respect to Section 24. If Section 24 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 24c, you and CTFd agree that any judicial proceeding (other than small claims actions) arising out of or in connection with these Terms of Use (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of New York, New York and you and CTFd consent to venue and personal jurisdiction in such courts.
26. CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
27. INTERSTATE NATURE OF COMMUNICATIONS
When you visit our Services, you acknowledge that in using the Services, you will be causing communications to be sent through CTFd’s computer networks, portions of which may be located in various locations in the United States and portions of which are located abroad. As a result, and also as a result of CTFd’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature will result in the transmission of U.S. interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these Terms of Use, you acknowledge that use of the service results in U.S. interstate data transmissions.
28. VOID WHERE PROHIBITED
CTFd controls and operates the Services from offices in the United States. We make no representation that CTFd Content is appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. Any content, offer or service on the website is void where prohibited and the user automatically indemnifies CTFd from any legal or statutory outcomes resulting from their decision or action. CTFd reserves the right to block access to the Services by certain international users. When you access the Services, you are responsible for compliance with all applicable local laws and regulations.
29. SPECIAL NOTE TO INTERNATIONAL USERS
The Services are hosted in the United States. You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on our Services or any other third party services to which our Services link to (such as advertising or payments) or operate a platform application or website. You will not use our Services or any other third party services to which our Services link to if you are prohibited from receiving products, services, or software originating from the United States.
30. EXPORT CONTROL LAWS
You acknowledge that the Services are subject to United States export control and economic sanctions laws, regulations, and requirements, and to import laws, regulations, and requirements of foreign governments. You agree that (1) all use, exports, and imports related to this Terms of Use will be in compliance with these laws and regulations and (2) you shall not allow any third party to export, re-export, or transfer any part of the Services in violation of these laws and regulations. The foregoing obligations include but are not limited to you or a third party exporting, transferring, or importing the Services to: (a) to any country subject to export control embargo or economic sanctions implemented by any agency of the U.S. or foreign governments; (b) any person or entity on any of the U.S. Government’s Lists of Parties of Concern (https://www.bis.doc.gov/index.php/policy-guidance/lists-ofparties-of-concern) or applicable international specially-designated parties or economic sanctions programs; (c) to any end-user for any known end-use related to the proliferation of nuclear, chemical or biological weapons or missiles, without first obtaining any export license or other approval that may be required by any U.S. Government agency having jurisdiction with respect to the transaction; or (d) otherwise in violation of any export or import laws, regulations or requirements of any United States or foreign agency or authority.
31. DISCLAIMER
THE SERVICES IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND/OR (7) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSERVICES, OR ANY WEBSERVICES OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
32. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR MANAGERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $500.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
33. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, employees and contractors, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Terms of Use; (4) any breach or alleged breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) your violation of data privacy laws; (7) if you are an Organization User, the acts or omission of your Authorized Users or (8) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. You may not settle any such claim relating to us without our prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
34. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. For data that that constitutes personally identifiable information please read our Privacy Policy for further details. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
35. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
36. MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all subscription form(s)), without the other party’s consent to its affiliate or in connection with a corporate reorganization, a merger with, an acquisition by, or sale of all or substantially all of its assets to, a party who is not a competitor of the non-assigning party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties, their respective representatives, and permitted successors and assigns. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
37. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
CTFd LLC
93 4th Ave Unit 231
New York, NY 10003
United States
Phone: 3374049855