PLEASE READ THESE TERMS OF USE (THE “AGREEMENT” OR THE “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY CROWDFUNDER, INC. AND/OR ITS SUBSIDIARIES (“CROWDFUNDER” OR THE “COMPANY”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS OF USE FOR YOUR USE OF THE WEBSITE AT www.crowdfunder.com, ALL OTHER SITES OWNED AND OPERATED BY CROWDFUNDER THAT REDIRECT TO www.crowdfunder.com, AND ALL SUBDOMAINS (COLLECTIVELY, THE “SITE”), AND THE SERVICE OWNED AND OPERATED BY THE COMPANY (TOGETHER WITH THE SITE, THE “SERVICE”). BY USING THE SERVICE IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE OR CONTRIBUTING CONTENT, INFORMATION, OR OTHER MATERIALS OR SERVICES TO THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
Summary of Service
crowdfunder is a platform where users come to the website to learn about, help, advise, create profiles for, browse, and fund companies. Users may come to explore content and participate in the social network. By accessing or using the Service in any manner, whether you be a Founder, Contributor or other visitor, you become a Crowdfunder user (“User”). Crowdfunder is a platform where Users may elect to create a profile for their company (“Company Profile)”. In creating a Company Profile, the User becomes a founder for that company (“Founder(s)”) and may try to fund business or commercial related enterprises (“Companies”) by soliciting financial contributions from other users (“Contributors”) to support their Companies and offer rewards (“Offerings” or “Rewards” which shall be used interchangeably) to such Contributors by offering, for a limited period of time, and detailing the Rewards and the Company (“Campaigns”). Crowdfunder also provides a place for Users, Founders, Contributors, service providers, and others to interact and share information. Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). Users may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible (“Submit”) Content. “User Submissions” means any Content Submitted by Users.
Acceptance of Terms
The Service is offered subject to acceptance of all of the Terms of Use contained in these Terms of Use, including the Privacy Policy available at www.crowdfunder.com/privacy-policy and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference and may be updated by the Company without notice to you. In addition, some services offered through the Service may be subject to additional Terms of Use adopted by the Company. Your use of those services is subject to those additional Terms of Use, which are incorporated into these Terms of Use by this reference.
Eligibility of Use of the Service
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old and of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. If you are a Founder with an entity or if you are an entity applying to conduct a Campaign using the Service, you represent and warrant that the Campaign is being conducted by a legal US entity , including but not limited to LLCs, Corporations, and LLPs. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and, the Company, may, in its sole discretion, change its eligibility criteria at any time. The eligibility of certain types of Companies is outlined herein. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
Modification of Terms of Use
The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use, or change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
User Rules and Conduct
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or law. The Service is provided only for your own personal use. You are responsible for all of your activity in connection with the Service. You shall not, and shall not permit any third party using your account to, take any action, or Submit Content, that:
infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
you know is false, misleading, or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;
constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; or
impersonates any person or entity, including any employee or representative of the Company.
solicits for securities investments.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a campaign or Company profile; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (ii) remove or block any User or User Submission. Crowdfunder reserves the right not to comment on the reasons for any of these actions.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. You understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Crowdfunder be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, relied on, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
Registration
You may view Content on the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and provide an email (“User Name”) and password. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You shall not use as a User Name, domain name, Company name, or Company profile name or any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User Name, domain name, Company name, and Company profile name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account.
Content; Disclaimer of Warranty
The Site and the Content (including without limitation any information, documents, forms, resources, or referrals contained thereon or therein) are provided “AS IS” and WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM THE USE OF THE SITE OR THE CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that the Site or the Content will meet your requirements, and we explicitly advise you that all or part of the Content may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance of any of the Content. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Content.
No Professional Advice
While some of the Content on the Site may relate to legal, tax, investment, or accounting matters, neither we nor any of the professionals providing Content on the Site are providing professional advice to you, and you acknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between you and any of the same, unless you and such party specifically agree otherwise. We are not a licensed broker-dealer and do not offer investment advice. If we feature businesses and/or founders on our Site, we are not implying that we endorse them or that we are representing anything about the quality of any potential investment in such companies.
Contribution Platform
crowdfunder is a platform where Founders fund Companies by soliciting financial contributions from Contributors to support their Companies and offer Offerings to such Contributors. By funding or contributing to a fundraising campaign or creating a fundraising campaign, you agree to be bound by this entire Agreement, including the following terms:
Contributors acknowledge and agree that making a Contribution to a Company does not give them any rights in or to that Company, including without limitation any ownership, control, or distribution rights, and that the Founder is free to solicit other funding for the Company, enter into contracts for the Company, allocate rights in or to the Company, and otherwise direct the Company in its sole discretion.
Contributors acknowledge and agree that other than the Offering, delivery of which is subject to limitations set forth herein, Contributors shall not be entitled to receive anything in consideration for their Contribution. Contributors acknowledge that they should have no expectation of a return for their contribution. Contributors acknowledge that this is not an offering for any type of security, including equity, debt or revenue sharing.
Contributors have the ability to contribute multiple times. However each contribution shall be counted as an individual, unique contribution. Multiple contributions shall not be counted in the cumulative. Each reward is associated with a specific contribution.
Contributors agree to provide their payment information at the time they pledge to fund a Company. The payment will be collected at or after the Company funding deadline and only if the amount of money pledged as of the deadline is at least equal to the fundraising goal. The amount Contributors pledge is the amount they will be charged.
Contributors consent to Crowdfunder and its payments partners authorizing or reserving a charge on their payment card or other payment method for any amount up to the full pledge at any time between the pledge and collection of the funds.
Contributors agree to have sufficient funds or credit available at the campaign deadline to ensure that the pledge will be collectible.
Contributors may cancel their pledge at any time during the fundraising campaign, except that they may not cancel their pledge if the campaign is in its final 24 hours and the cancellation or reduction would drop the campaign below its goal.
The Estimated Delivery Date listed on each Offering is not a promise to fulfill by that date, but is merely an estimate of when the Founder hopes to fulfill by.
Founders agree to make a good faith attempt to fulfill each Offering by its Estimated Delivery Date.
For all campaigns, Crowdfunder gives to the Founder each Contributor’s User Name and pledge amount. For successful campaigns, Crowdfunder additionally gives to the Founder each Contributor’s name and email.
Founders acknowledge and accept that as part of building a robust business community, the Company needs to ensure that it is the most appropriate crowdfunding solution for Users. For a variety of reasons, there are certain business segments that are difficult for the Company to assess, and therefore, the Company will not support on the Site. Therefore, companies related to or offering guns, firearms, tobacco, cigarettes, pyramid marketing, gambling, contests, raffles, or any illegal activities shall not be permitted on the Site. Additionally, the Company only supports for-profit companies and campaigns that are for for-profit businesses. Company will not support campaigns for Founders or businesses that simultaneously are running crowdfunding campaigns on other crowdfunding platforms.
For some Offerings, the Founder may need further information from Contributors, such as a mailing address, sizes, colors, and other information to enable the Founder to deliver the Offerings. The Founder shall request the information at some point after the fundraising campaign is successful. To receive the Offering, Contributors agree to provide the requested information to the Founder.
crowdfunder does not offer refunds. A Founder is not required to grant a Contributor’s request for a refund unless the Founder is unable or unwilling to fulfill the Offering.
Founders are required to offer an Offering in connection with their fund raising campaign. All Offerings must be lawful under all applicable laws, including without limitation state and federal securities laws and otherwise comply with this Agreement. Founders acknowledge and agree that they may not offer any type of security, including equity, debt or revenue sharing.
Founders are required to fulfill all Offerings of their successful fundraising campaigns or refund any Contributor whose Offering they do not or cannot fulfill.
Founders may cancel or refund a Contributor’s pledge or their Campaign at any time and for any reason, and if they do so, are not required to fulfill the Offering.
Founders should not take any action in reliance on having the money pledged until they have the ability to withdraw and spend the money.
Founders acknowledge and agree that by submitting a Company Profile or Campaign on crowdfunder, that the Founder is representing and warranting that Founder or the company for which Founder is submitting the Campaign (“Campaign Company)” owns or licenses the rights to produce, sell or promote the products and services in which it engages. Founder and its affiliated Campaign Company agree to indemnify and hold harmless Crowdfunder from any and all claims, threats, allegations, or suits related to a failure of a Campaign Company to have the rights to produce, create, distribute, sell or otherwise transact in its goods and services.
Because of occasional failures of payments from Contributors, Crowdfunder cannot guarantee the full receipt of the amount pledged minus fees.
crowdfunder and its payments partners will remove their fees before transmitting proceeds of a campaign. Fees may vary depending on region and other factors.
crowdfunder reserves the right to cancel a pledge at any time and for any reason.
crowdfunder reserves the right to reject, cancel, interrupt, remove, or suspend a campaign at any time and for any reason. Crowdfunder is not liable for any damages as a result of any of those actions. crowdfunder’s policy is not to comment on the reasons for any of those actions.
crowdfunder is not liable for any damages or loss incurred related to Offerings or any other use of the Service. All dealings are solely between Users. Crowdfunder is under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with campaigns on the Site. Crowdfunder does not oversee the performance or punctuality of projects. Crowdfunder does not guarantee the completion of any project stated to be undertaken by any Company or warrant the outcome or success of any project or any Company. Crowdfunder does not endorse any User Submissions.
Fees and Payments
Joining Crowdfunder is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.
Funds pledged by Contributors are collected by Amazon Payment Systems (“Amazon Payment”). Crowdfunder is not responsible for the performance of Amazon Payments. Contributors and Founders acknowledge and agree that prior to making a contribution they will be required to agree to certain Amazon Payments’ policies, which may include Amazon Payments’ Acceptable Use Policy, Marketplace Terms of Use, AML Policy and Account Registration Requirements. Such polices are subject to change without notice.
Federal Securities Laws
Federal securities laws require securities offered or sold in the United States to be registered with the Securities and Exchange Commission, unless the offer and sale qualify for an exemption from registration. At this time, Crowdfunder does not permit the offer or sale of securities through the Site. You acknowledge and agree that you are prohibited from offering, selling, purchasing or otherwise acquiring any securities on the Site.
Third-Party Websites
The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
Content and License(s)
You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.
The Company grants to each User of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content that the individual User creates on our Service, solely for personal use. Any other use, reproduction, modification, distribution, or storage of any Content is prohibited without prior written permission from the Company or the Content owner. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
Intellectual Property of Users
By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:
You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, and distribute, your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Service, (b) the Company’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service.
You are publishing your User Submission, and you may be identified publicly by your name or User Name in association with your User Submission.
You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, modify, reproduce, distribute, and display such User Submissions solely for personal, non-commercial use.
You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Crowdfunder all of the license rights granted herein.
You will pay all royalties and other amounts owed to any person or entity based on your Submitting User Submissions to the Service or the Company’s publishing or hosting of the User Submissions as contemplated by these Terms of Use.
You represent and warrant that the use or other exploitation of User Submissions by the Company and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
The Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom that information originated.
The Company will not be liable for any errors or omissions in any Content.
The Company cannot guarantee the identity of any other Users with whom you may interact while using the Service.
All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
In accordance with the Digital Millennium Copyright Act (“DMCA”), Crowdfunder has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Crowdfunder also may terminate User accounts even based on a single infringement.
Copyright Notifications
crowdfunder will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify crowdfunder’s Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site, sufficient for Crowdfunder to locate the material;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify crowdfunder’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
a physical or electronic signature of the user of the Services;
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification as described above or an agent of such person.
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
crowdfunder, Inc.
Attn: Copyright
3435 Ocean Park Blvd. #202
Santa Monica, CA 90405
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Termination
The Company may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following [the instructions on the Site]. Any fees paid to the Company are non-refundable. All provisions of the Terms of Use that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Warranty Disclaimer
The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no duty to take any action regarding any of the following: which Users gain access to the Site; what Content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their campaigns and Companies. You release the Company from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS AFFILIATES AND EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Indemnification
You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ directors, employees, managers, agents, contractors, partners and suppliers from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your User Submissions, violation of the Terms of Use, violation of any law, rule or regulation, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, NOR EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Governing Law – Arbitration
All provisions shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law and regardless of your country of origin or the location where you access the Site. All disputes arising out of or related to the provisions herein and/or the use of the Site or the Content shall be resolved by final and binding arbitration before one neutral arbitrator working for ADR Services, Inc. in Los Angeles, California (“ADR”). By agreeing to this, you are waiving your right to have any dispute heard in a court. You consent to the personal jurisdiction of ADR in Los Angeles County, California, USA, and you agree that ADR in Los Angeles County is the sole venue for any dispute. Any dispute shall be resolved under the then-applicable streamlined ADR rules and procedures. Arbitration costs and reasonable attorneys’ fees and costs of both parties shall be borne by the party that ultimately loses as determined by the arbitrator. An award by the arbitrator may be entered by any party in a court of competent jurisdiction. IN AGREEING TO ARBITRATE, YOU ARE GIVING UP YOUR RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY.
International Rules and Regulations
The Service is Controlled and operated from facilities in the United States. Crowdfunder makes no representations that the Service is appropriate or available for use in other jurisdictions. Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from locations outside the United States, you do so at your own initiative and are responsible for compliance with local laws.
Electronic Delivery, Notice Policy, and Your Consent
By using the Services, you consent to receive from Crowdfunder all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) electronically. Crowdfunder may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.
Integration and Severability
These Terms of Use and other referenced material are the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service and govern the future relationship. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Miscellaneous
The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Updated: December 2012