Terms & Conditions

Version 3.0 – November 15, 2013

This document is a legal provision that is part of the AGREEMENT between Crowne One Network, Inc. hereinafter referred to as CROWNE and you, hereinafter referred to as COMPANY. These Terms and Conditions and the SPECIFIED CONTRACT signed between COMPANY AND CROWNE make up the AGREEMENT in its entirety.

DEFINITIONS

1. “CROWNE” shall mean Crowne One Network, Inc., an Idaho Corporation, and its successors and assigns.

2. “COMPANY” is you, which has also signed a SPECIFIED CONTRACT. COMPANY is inclusive of its related subsidiaries, parent companies, sister companies, successors and assigns.

3. “CUSTOMER” shall mean an individual, business or other group that purchases products or services from COMPANY.

4. “SPECIFIED CONTRACT” shall mean the specific provisions of the overall AGREEMENT is in writing and specifically identifies COMPANY and its unique and SPECIFIED CONTRACT provisions. Such provisions are in concert with and include the TERMS AND CONDITIONS herein and do not conflict with each other.

5. “ONELINK” shall mean the computer software utilized by CROWNE to track pertinent CUSTOMER and COMPANY information and to complete various transactions as herein prescribed.

6. “MUTUALLY AGREED” or “MUTUAL AGREEMENT” shall mean by mutual agreement between COMPANY and CROWNE.

7. “CHARGEBACKS”: CUSTOMER credit card(s) and EFT’S that were processed and were initially paid; however, CUSTOMER then contacts their financial institution and further disputes the charge and the initial payment is reversed by the financial institution.

8. “CREDIT CARDS”: Use of the words “credit card(s)” shall fully refer to credit cards and debit cards.

9. “CROWNE COLLECTION AGENCY TRUST BANK ACCOUNT” shall mean one bank account in the name of CROWNE which is used to collect monies pursuant to the Terms and Conditions herein.

10. “BUSINESS HOURS” shall mean live call center service hours as follows: 8 AM to 6 PM Mountain Time (Subject to changes in `standard time’ vs. `daylight savings time’). Call Center is closed on the following legal holidays: New Year’s, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas. Call Center also closes at 2 PM on the business day prior to legal Christmas holiday and prior to New Year’s legal holiday.

11. “RETURN ITEMS”: CUSTOMER payment(s) that are returned by the bank unpaid for various reasons.

12. “CHARGEBACKS”: CUSTOMER credit card(s) and EFT’S that were processed and were initially paid; however, CUSTOMER then contacts their financial institution and further disputes the charge and the initial payment is reversed by the financial institution.

13. “CREDIT CARDS”: Use of the words “credit card(s)” shall fully refer to credit cards and debit cards.

CONFIDENTIALITY

All information or data submitted by CUSTOMER or COMPANY to CROWNE in connection with services to be performed, or services which have been performed by CROWNE, under the AGREEMENT, shall be safeguarded by CROWNE to at least the same extent as CROWNE safeguards like information relating to other business interests.

COVENANTS

1. Indemnification of CROWNE. CROWNE shall not be liable for any claims for loss or other damages sustained by COMPANY or by any other person unless such loss or damage is caused solely by the gross negligence or willful misconduct of CROWNE. COMPANY waives all claims therefore and agrees to indemnify, defend, hold harmless, and reimburse CROWNE against any such loss, damage or liability or any expense incurred by CROWNE in connection therewith. This provision shall survive the termination of AGREEMENT.

2. Indemnification of COMPANY. COMPANY shall not be liable for any claims for loss or other damages sustained by CROWNE or by any other person unless such loss or damage is caused by the negligence or willful misconduct of COMPANY. CROWNE waives all claims therefore and agrees to indemnify, defend, hold harmless, and reimburse COMPANY against any such loss, damage or liability or any expense incurred by COMPANY in connection therewith. This provision shall survive the termination of AGREEMENT.

3. Provisions in Other CUSTOMER agreement. COMPANY shall include a provision(s) in all agreements it enters into with CUSTOMERS in which such parties acknowledge that (i) COMPANY may utilize agents and/or independent CONTRACTORS (collectively “Other Parties”) to conduct billing services on behalf of COMPANY, (ii) that the CUSTOMER, as applicable, is not an intended beneficiary of any agreement COMPANY has with the Other Parties, and (iii) that the Other Parties (a) shall not be held responsible or liable for the acts or omissions of COMPANY, (b) shall be held harmless by the parties thereto, (c) are authorized by the parties thereto to conduct billing services on behalf of COMPANY including, but not limited to, remitting, offsetting, and charging the accounts of the parties thereto. At CROWNE’S request, COMPANY shall provide to CROWNE a copy of all such agreements prior to execution for purposes of ensuring compliance with this Section.

4. Compliance with Law. CROWNE and COMPANY shall comply with all applicable federal, state, and local laws regarding the operation of the Business and the performance of the services described herein

5. Compliance with Industry Standards. PCI Compliance Commitment. — Payment Card Industry Data Security Standard (PCI) regulations have mandated a standard of privacy and security policies and annual reporting requirements that must be followed for all credit/debit card processes. These standards must be adhered to by CROWNE in the processing of card payments on behalf of COMPANY. COMPANY must also abide by PCI standards.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CROWNE BE LIABLE TO COMPANY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF THE CROWNE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CROWNE’S LIABILITY TO COMPANY HEREUNDER, IF IN CASE OF GROSS NEGLIGENCE SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO CROWNE BY COMPANY HEREUNDER.

CROWNE shall use reasonable care to maintain physical, electronic and procedural safeguards to protect, and prevent the unauthorized use or dissemination of, confidential data and information of the COMPANY and the COMPANY’S CUSTOMERS which are furnished to CROWNE in connection with the services provided hereunder. “Reasonable care” is defined to mean at least the same degree of care CROWNE uses to protect its own confidential information from unauthorized use and disclosure. COMPANY understands that all systems, and in particular, electronic systems, are vulnerable to unauthorized use and access by outside parties in spite of the use and application of industry established security standards, procedures, precautions which may be utilized by CROWNE. COMPANY agrees to indemnify CROWNE from any and all claims by COMPANY’S Customers arising out of unauthorized use or dissemination of confidential data information.

DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to AGREEMENT, or the breach, termination, or validity thereof (a “Dispute”) promptly by negotiation between the parties. If a Dispute has not been resolved within 30 days by negotiation, the parties shall attempt to mediate the Dispute through the selection of a mutually agreeable mediator who shall conduct such mediation in confidence. If a Dispute is not resolved by mediation, then the Dispute shall be settled by arbitration by a sole arbitrator in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, and governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, except as otherwise provided herein. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Boise, Idaho. Each party shall be responsible for its own attorney fees incurred during any phase of dispute resolution. The arbitrator shall apply the law to the dispute in the same manner as a judge if the dispute were before a court of law of the state of Idaho. The arbitrator shall have the authority to award any remedy or relief that a court of the state of Idaho could order or grant, including, without limitation, specific performance of any obligation created under the AGREEMENT, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. Notwithstanding the foregoing, the arbitrator shall not have authority to award punitive damages. The parties shall take all reasonable steps necessary to conduct a hearing no later than 45 days after submission of the matter to arbitration. The arbitrator shall render his decision within 15 days after the close of the arbitration hearing. The arbitration award shall be in writing and shall specify the factual and legal bases for the award.

INDEPENDENT CONTRACTOR

In entering into and complying with AGREEMENT, CROWNE is at all times performing as an independent contractor. Nothing in AGREEMENT shall constitute or be construed as a creation of a partnership or joint venture between CROWNE and COMPANY, or their successors and assigns. In all circumstances, CROWNE is the sole owner of the ONELINK system. CROWNE shall be free to contract to provide similar services to others without the consent of COMPANY. Any additions or changes to the ONELINK system, regardless of the source of request from such modification and/or source of funds to pay for such upgrades does not modify ownership in whole or in part of the ONELINK system.

NO THIRD-PARTY BENEFICIARIES

Nothing in AGREEMENT, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than COMPANY and CROWNE and their respective successors or assigns, any remedy or claim under or by reason of AGREEMENT or any term, covenant or condition hereof, as third-party beneficiaries.

FORCE MAJEURE

CROWNE’S failure to perform any of its obligations under AGREEMENT shall be excused if due to causes beyond the control and without the fault or negligence of CROWNE, including but not restricted to acts of God, acts of the public enemy, acts of any government, fires, floods, epidemics and strikes.

MISCELLANEOUS

AGREEMENT shall be governed by and construed in accordance with the laws of the state of Idaho. Any previous contracts are hereby terminated. AGREEMENT contains the entire understanding between and among the parties and supersedes any prior understandings and AGREEMENTS among them respecting the subject matter of AGREEMENT. Any amendments to AGREEMENT, other than rate changes, must be in writing and signed by the party against whom enforcement of that amendment is sought. AGREEMENT shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. AGREEMENT may be executed in any number of counterparts, each of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. CROWNE reserves the right to conduct an internal review of its rates charged to COMPANY as they are contained herein on a periodic basis. CROWNE may make adjustments to rates charged to COMPANY based on any internal review. However rates quoted herein are protected for a period of one (1) year with the exception of the adjustment as herein explained in regards to US Postal Service rate changes on applicable mailings.

At the discretion of CROWNE, CROWNE may record phone conversations between itself and CUSTOMERS or between itself and COMPANY personnel. COMPANY may request a copy of specific recording(s) for COMPANY review. However, unless required by law or by court order, such recordings of CROWNE/CUSTOMER calls are not to be shared outside CROWNE, COMPANY and/or CUSTOMER. CROWNE/COMPANY calls are not to be shared outside CROWNE or COMPANY.

SCOPE OF AGREEMENT

The Service that CROWNE provides to COMPANY is subject to the SPECIFIED CONTRACT and these TERMS AND CONDITIONS. From time to time, CROWNE may modify the TERMS AND CONDITIONS as stated in this web site. The web site will indicate a version number and date of publishing of the current version. The revised TERMS AND CONDITIONS will become effective fifteen (15) days following latest publication.

ONELINK & operational/technical support [COMPANY computers]
1) Operations and functionality of ONELINK is represented by demonstration of product. Functionality and applicable features are mutually agreed to in demonstration of current versions of ONELINK at the time of the demonstration.

2) License for use – ONELINK – AGREEMENT includes the ONELINK license authority and ONELINK use as herein granted by CROWNE to COMPANY.
  a. COMPANY acknowledges that it is only a limited nonexclusive license. CROWNE is and remains the owner of all titles, rights, and interests in ONELINK including future versions.
  b. The License permits COMPANY to install ONELINK on more than one computer system. COMPANY will not make copies of ONELINK or allow copies of ONELINK to be made by others, unless authorized by CROWNE in writing.
  c. The License for use by the COMPANY does not extend beyond AGREEMENT term.

3) ONELINK support –The functional use of ONELINK by COMPANY. As a part of the set up in the SPECIFIED CONTRACT, the COMPANY shall receive sufficient training to manage and appropriately conduct its business as it relates to ONELINK. From time to time however, the COMPANY may need additional support on functionality that can be addressed in a phone call or e mail. In such event, the COMPANY Support Center will assist COMPANY. The COMPANY Support Center is available during BUSINESS HOURS.

Hardware from COMPANY OWNED COMPUTERS

If the AGREEMENT provides for the loading of ONELINK on COMPANY computers, ONELINK has the following minimum requirements:

✓ A continuous internet connection such as DSL or Cable
✓ Windows XP Service Pack 3 (or better)
✓ Microsoft .NET Framework 2.0 or 3.5

FAQ

Which versions of Microsoft Windows include the .NET Framework?

✓ Windows Vista and Windows 7 includes .NET Framework by default. If you are running Windows XP Service Pack 3, you may not have the framework installed. If you receive an error while installing ONELINK requesting the installation of the .NET Framework, you will be required to download and install the Framework to continue.

Where can I download Microsoft .NET Framework?
✓ You can download directly from Microsoft
Microsoft .NET Framework 2.0 or 3.5

Processing – CUSTOMER Payment Processing Functions

CROWNE shall (i) bill CUSTOMER accounts, collect funds from CUSTOMERS, and distribute funds to COMPANY through various means as follows:
1) Bill and Collect CUSTOMER Funds. Process CUSTOMER payments from CUSTOMERS made by credit cards, electronic funds transfer from checking accounts, or electronic funds transfers from savings accounts on the due date as described in the installment AGREEMENT between COMPANY and each CUSTOMER or on the first banking/business date thereafter in the event the due date falls on a weekend or banking holiday.

2)All amounts collected and transferred shall be deposited in a designated bank account in accordance with SPECIFIED WRITING PORTION of AGREEMENT. Credit Card Brands Accepted for CUSTOMER payment. CROWNE shall accept the following credit card types: (i) Visa; (ii) MasterCard; (iii) Discover; and (iv) American Express. If any charge back fees or other similar fees imposed by a bank for disputed credit card charges are adjusted, such adjustments shall be directly passed through to COMPANY.

CUSTOMER check processing — If the Billing AGREEMENT between COMPANY and a CUSTOMER requires a monthly statement indicating an open account of monies due and does not prefer to utilize electronic funds transfer, or a credit card, then a statement of the amount due will be sent by US Mail to such CUSTOMER each month at an advance number of days as mutually agreed. Such statement will instruct CUSTOMER to remit the balance due on CUSTOMER account and to send it to the Crowne.

In the event that a CUSTOMER account remains unpaid, at the sole discretion of COMPANY, the account can be assigned to the collection agency unit of CROWNE. Fees for such services are stipulated in the SPECIFIED CONTRACT of AGREEMENT. Upon assignment CROWNE will diligently attempt collection of monies due COMPANY. CROWNE abides by all applicable laws within the United States and is a licensed and bonded collection agency registered with the Department of Finance within the State of Idaho.

Business Hours

Unless the SPECIFIED CONTRACT stipulates specific business hours other than herein prescribed, BUSINESS HOURS for assistance with OneLink support or if applicable, CUSTOMER SUPPORT, as follows: 8 AM to 6 PM Mountain Time (Subject to changes in `standard time’ vs. `daylight savings time’). Call Center is closed on the following legal holidays: New Year’s, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas. Call Center also closes at 2 PM on the business day prior to legal Christmas holiday and prior to New Year’s legal holiday.

Top