Crowdfunder

Terms of use

Last updated: 13 June 2025

These Terms of Use, together with any other terms or policies incorporated herein by reference, as amended from time to time (collectively, this “Agreement”) constitute a legally binding agreement between you and Crowdfunder, Inc., a Delaware corporation (“Crowdfunder”) governing your access to and use of Crowdfunder’s websites (including https://crowdfunder.com/) (the “Websites”) and related services owned and operated by Crowdfunder (collectively, the “Crowdfunder Platform”). You and Crowdfunder are referred to herein, individually as a “party,” and collectively as the “parties.”

If you access or use the Crowdfunder Platform as an individual not formally associated with an entity, then you are entering into this Agreement on your own behalf. If you access or use the Crowdfunder Platform on behalf of a company, organization, government, or other legal entity, then you are entering into this Agreement on behalf of the entity that you represent. You hereby represent and warrant to Crowdfunder that (i) you are at least 18 years old (or if higher, the legal age of adulthood in your jurisdiction), (ii) you have the authority to enter into this Agreement personally or on behalf of the entity you represent, (iii) you are otherwise legally capable of entering into and performing this Agreement, and (iv) you are not a person or acting on behalf of an entity barred from receiving or using the Crowdfunder Platform under the laws of the United States or any other applicable jurisdiction.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, BROWSING, OR USING THE CROWDFUNDER PLATFORM, CHECKING A BOX OR CLICKING A BUTTON THAT YOU AGREE TO THIS AGREEMENT, OR OTHERWISE COMPLETING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND COMPLY WITH ITS TERMS, YOU CANNOT ACCESS OR USE THE CROWDFUNDER PLATFORM.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE SECTION 12.4) THAT REQUIRES ANY DISPUTES BETWEEN YOU AND CROWDFUNDER TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND YOU AGREE TO WAIVE YOUR RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. The crowdfunder platform

1.1. Ownership. Crowdfunder and its licensors reserve sole and exclusive ownership of all right, title, and interest in and to the Crowdfunder Platform, including all copyrights, patents, trademarks, trade secrets, know-how, and other intellectual property and proprietary rights embodied therein. The Crowdfunder Platform includes all of Crowdfunder's proprietary technologies, software, applications, computer programs, source code, object code, algorithms, systems, processes, methods, formatting, layout, designs, patents, or other technology, whether or not patentable, copyrightable, or otherwise subject to intellectual property rights protection, whether now in existence or hereinafter devised, including any and all modifications, reconfigurations, and enhancements thereto.

1.2. Crowdfunder Platform License. Subject to your compliance with this Agreement, Crowdfunder grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for you to access and use the Crowdfunder Platform for personal, non-commercial purposes to use of the Crowdfunder Platform in accordance with the terms of this Agreement. Crowdfunder and its licensors reserve all rights and licenses in and to the Crowdfunder Platform not expressly granted under this Agreement. You are responsible for obtaining, maintaining, and paying for all hardware, telecommunications, and other services needed for you to use the Crowdfunder Platform.

1.3. Crowdfunder Platform Restrictions;Prohibited Uses. You may use the Crowdfunder Platform only for lawful purposes and in accordance with this Agreement. Except with Crowdfunder's express prior written consent, you must not, and agree not to:

(a) access, use, or permit the access to or use of, the Crowdfunder Platform except as expressly authorized under this Agreement;

(b) interfere with or disrupt the integrity or performance of the Crowdfunder Platform or any third party application or data contained therein;

(c) reverse engineer, decompile, disassemble, decrypt, or otherwise tamper with the Crowdfunder Platform, except where such restriction is expressly prohibited by Applicable Laws;

(d) derive the trade secrets, source code, object code, algorithms, or such other code (in the form in which it is customarily read and edited) of the Crowdfunder Platform;

(e) defeat, avoid, by-pass, remove, disable, deactivate or otherwise circumvent any software protection mechanisms, restrictions on access, or any other features or functionalities of the Crowdfunder Platform;

(f) introduce, transmit, disseminate, or otherwise make available through or in connection with the Crowdfunder Platform any viruses, adware, spyware, time bombs, worms, or other malicious code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;

(g) overload, flood, spam, or otherwise create an undue burden on the Crowdfunder Platform infrastructure;

(h) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Crowdfunder Platform;

(i) distribute, sell, rent, lease, loan, timeshare, sublicense, or otherwise exploit any portion of (or any use of) the Crowdfunder Platform to any third party, except as expressly authorized under this Agreement;

(j) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather data from the Crowdfunder Platform, or reproduce or circumvent the navigational structure or presentation of the Crowdfunder Platform;

(k) incorporate any portion of the Crowdfunder Platform into any product or service;

(l) access the Crowdfunder Platform for the purpose of building a similar or competitive product or service;

(m) monitor availability, performance, or functionality of the Crowdfunder Platform for any benchmarking or competitive purposes;

(n) attempt to probe, scan, or test the vulnerability of a system or network supporting, or to breach security or authentication measures of, the Crowdfunder Platform;

(o) impersonate any person or entity, or falsify or manipulate headers or identifiers to disguise the origin of any content transmitted through the Crowdfunder Platform;

(p) post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful, intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous or fraudulent; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner;

(q) remove, alter, or obscure any copyright, trademark, or other proprietary or intellectual property rights notices or marks appearing on the Crowdfunder Platform;

(r) use the Crowdfunder Platform in any manner that is unlawful, in violation of any third party rights, or in violation of this Agreement; or

(s) attempt to do any of the foregoing acts or assist or permit any third party to do any of the foregoing acts.

1.4 Feedback. By providing any suggestions, comments, requests, recommendations, or other feedback regarding the Crowdfunder Platform (“Feedback”), you hereby irrevocably grant to Crowdfunder an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use such Feedback for any purpose without any right to compensation. You agree that Feedback is not confidential and that your provision of it is gratuitous, unsolicited, and without restriction and does not place Crowdfunder under any obligation in respect of such Feedback. You agree that you will not submit to Crowdfunder any information or ideas that you consider to be confidential or proprietary.

1.5. Modifications to the Crowdfunder Platform. Crowdfunder reserves the right in its sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Crowdfunder Platform (or any features or parts thereof) at any time, without notice, and without any liability to you.

1.6. Crowdfunder Marks. You may not use Crowdfunder's name, related names, logos, product and services names, designs, slogans, or any trademarks or service marks of the Crowdfunder, its affiliates or licensors (the “Crowdfunder Marks”) without Crowdfunder's prior written consent. Nothing contained in this Agreement or on the Crowdfunder Platform should be construed as granting any right to use any Crowdfunder Marks without the express prior written consent of the owner.

2. Your use of the crowdfunder platform

2.1. Access; Account. To access certain services or use certain features of the Crowdfunder Platform, including to start a Project, you must register and create an account (your “Account”). You agree to provide current, true, accurate, and complete information necessary for the registration of your Account. You are solely responsible for maintaining the confidentiality of any login credentials for your Account, including your email, user identification, and password. You are solely and fully responsible for all activities that occur under your Account, whether to not authorized by you. Crowdfunder shall not be liable for any claims, losses, or damages that may occur as a result of your failure to maintain the confidentiality of your login credentials. You agree to promptly notify Crowdfunder if your password is lost, stolen, or disclosed to an unauthorized third party, or you become aware of any unauthorized use of or access to your Account. Crowdfunder reserves the right to suspend or terminate your Account at any time for any reason, in Crowdfunder's sole discretion. Crowdfunder may also delete inactive Accounts.

2.2. Privacy Policy.The use of all personal data you submit to the Crowdfunder Platform or which Crowdfunder collects about you in connection with the Crowdfunder Platform is governed by Crowdfunder's privacy policy (the “Privacy Policy”), which is hereby incorporated by reference. By visiting, accessing or using the Crowdfunder Platform, you acknowledge that you have read, understand, and agree to be bound by the Privacy Policy.

2.3. Communications. Crowdfunder may communicate with you, and you expressly consent to receive communications from Crowdfunder, via email, text messages, telephone calls, pushed notifications, or other forms of electronic communications regarding the services provided by the Crowdfunder Platform and other issues related to your Account. You acknowledge that communications to or from Crowdfunder may be monitored and recorded for the purposes of quality control and training. If you access or use the Crowdfunder Platform by or through an entity, Crowdfunder may communicate with such an entity, or an administrator associated with such entity's Account, with respect to your Account.

2.4. Acceptable Use. You agree to use the Crowdfunder Platform only in accordance with (i) this Agreement, (ii) any written instructions, policies, guidelines, or requirements provided to you by Crowdfunder or published to all users of the Crowdfunder Platform, and (iii) all applicable foreign, federal, state, and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, or other duly authorized actions of any governmental authority with competent jurisdiction (“Applicable Laws”).

2.5. Third Party Applications. You may need to utilize certain third party applications to user certain features of the Crowdfunder Platform, and Crowdfunder may make various third party applications available for use in connection with the Crowdfunder Platform (the “Third Party Applications”). You acknowledge and agree that (a) your use of such Third Party Applications may require you to agree to a separate agreement or terms and conditions with such Third Party Applications, which will govern your use of such Third Party Applications, (b) such Third Party Applications may have access to your data in connection with the interoperation with and support of such Third Party Applications on the Crowdfunder Platform, and (c) Crowdfunder shall not be responsible for any act or omission of such Third Party Applications. Crowdfunder does not make any representations or warranties concerning any Third Party Applications or any other non-Crowdfunder product or service, regardless of whether such Third Party Applications are promoted or made available through the Crowdfunder Platform or are designated by Crowdfunder as “certified,” “approved,” or “working with” Crowdfunder or the Crowdfunder Platform. By using the Crowdfunder Platform, you expressly relieve Crowdfunder from any and all liability for any claims, losses, or damages arising out of or in connection with your use of any Third Party Applications that are accessed from or used in combination with the Crowdfunder Platform.

2.6. External Links. The Crowdfunder Platform may contain links to other independent third party websites (“External Links”). These External Links are provided solely as a convenience to you. Crowdfunder does not make any representations or warranties concerning such External Links. Crowdfunder has no control over, and assumes no responsibility for, the content, availability, privacy policies, security, or other practices of any External Links. Any linking to or from any such External Links by you is at your own risk. By using the Crowdfunder Platform, you expressly relieve Crowdfunder from any and all liability for any claims, losses, or damages arising out of or in connection with your use of any External Links that are accessed from the Crowdfunder Platform. You need to make your own independent judgement regarding your interaction with these External Links.

2.7. No Dependence on Future Functionality. You agree that you are not entering into this Agreement in reliance upon or contingent on the provision of any functionality not currently provided as part of the Crowdfunder Platform, and no statement or other information made available by Crowdfunder with respect to the Crowdfunder Platform, whether written, orally, or otherwise, shall be binding unless specifically set forth in a writing signed by you and an authorized officer of Crowdfunder. Crowdfunder reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Crowdfunder Platform, at any time, with or without notice to you, in its sole discretion.

2.8. Beta Access. You may be invited to participate in the review, use, and testing of pre-release versions of the Crowdfunder Platform or new features or functionalities of the Crowdfunder Platform which may be identified as “beta,” “early access,” “evaluation,” “preview,” “test,” “pre-release,” or similar terms (“Beta Access”). You acknowledge and understand that your participation in such Beta Access is not required, is at your own risk, is made available on an “as is” basis only, and may be subject to additional terms related to their use.

2.9. Additional Terms. Additional terms may govern certain features or content of the Crowdfunder Platform. By using such features or content or otherwise participating in any activity as part of the Crowdfunder Platform governed by additional terms, you agree that you will be subject to those additional terms and such additional terms shall be incorporated into this Agreement by reference.

3. Projects

3.1. Definitions. For purposes of this Agreement, the following definitions apply:

“Funding Target” means the minimum amount of money a Project Owner wants to raise for their Project.

“Fundraising Period” means the initial period for which Pledges can be made to a Project.

“Project” means a fundraising effort created on Crowdfunder by a Project Owner.

“Project Administrator” means an individual authorized by the Project Owner to help manage the Project.

“Project Goal” means what the Project aims to achieve.

“Project Owner” means an individual or organization registered with Crowdfunder seeking to raise funds via donations.

“Supporter” means a User who supports a Project by making a “Pledge” which means either financial donation or a contribution.

“User” means anyone who uses the Crowdfunder Platform including Project Owners and Supporters.

3.2. Overview. Crowdfunder provides the Crowdfunder Platform to enable Users to raise funds for their Projects by collecting Pledges. Crowdfunder does not allow Projects to be set up for any other purposes.

Crowdfunder does not offer regulated investments (e.g., equity crowdfunding). Crowdfunder does not participate in any agreements between Users. Crowdfunder is not responsible for the nature, quality, performance, or delivery of Projects, nor does Crowdfunder promise that any User will do as they promise. Any arrangements you make with other Users or any contracts you enter into, including Projects and Pledges are solely between you and those Users. While Crowdfunder requires Users to provide information about themselves and their Projects, Crowdfunder is not responsible for verifying this information. Therefore, Crowdfunder makes no recommendations or endorsements regarding any User or Project. Crowdfunder does not provide financial or tax advice. You should not rely on information in these Terms or that otherwise appears on Crowdfunder to determine the financial, tax, or accounting treatment of any Pledges you make or receive.

You can find lots of useful information in our Help Center covering everything you need to know about running or supporting a Project.

3.3. Running a Project.

3.3.1. Setting Up Your Project.

Raising funds elsewhere: You are welcome to raise funds for your Project through channels outside of Crowdfunder. However, you may not use your Crowdfunder Project to:

• Redirect Users to other platforms for payments.
• Promote alternative payment methods, such as providing your bank account details.

Funding methods: Crowdfunder may offer you one or more of the following funding methods:

• “All or Nothing”: Crowdfunder will pay out funds if you reach your Fundraising Target. If you do not reach your Fundraising Target by the end of the Fundraising Period, all Pledges will be refunded.
• “Keep What You Raise”: Crowdfunder will pay out any funds regardless of whether your Project reaches its Fundraising Target.
• “Always On”: Where you can fundraise on a continuous basis.

Funding Period: There may be a minimum and maximum Fundraising Period specified when you set up your Project. You may have the option to keep your Project open and receive Pledges after the initial Fundraising Period, which is Always On. If you don't select Always On, or it's not available for your Project, it will automatically close at the end of the Fundraising Period.

3.3.2. Once Your Project is Running.

Project Administration: If you nominate any Project Administrators, you as Project Owner are fully responsible for any actions taken by those Project Administrators.

Making Change to Your Projects: Once your Project is live you can change the Fundraising Period for your Project. You cannot change other aspects such as the funding type, Funding Target, Project Goal, or bank account details.

Sharing Supporter Data: Crowdfunder may share Supporter details with you, but you're responsible for how you use that data, subject to this Agreement and Applicable Laws. In particular, don't send marketing emails to Supporters without their permission.

Messaging Supporters: Crowdfunder provides tools that allow you to message your Supporters. You are responsible for the content of your communications. No communication made through the Crowdfunder Platform shall include content prohibited in Section 4.3.

3.3.3. Receiving Your Money.Crowdfunder will always try to make funds raised available quickly.

Clearing Periods: All Pledges go through a clearing period (usually 7 days) before they can be included in a payout.

Managing Payouts: Crowdfunder will aim to provide you with options to manage payouts of cleared funds in your Project dashboard such as triggering payouts of cleared funds before the end of your Fundraising Period and setting payout schedules. However, these options are not guaranteed. Check your Project dashboard to see what payout management options are available.

Paused Payouts: Payouts can't be paused indefinitely and Crowdfunder will automatically send you the money about 30 days after your Fundraising Period ends (unless Crowdfunder has agreed otherwise). If Crowdfunder can't send the money for some reason, Crowdfunder will refund your Supporters.

3.3.4. Additional Project Owner Obligations.As a Project Owner, you're also responsible for:

• Using funds raised solely for achieving your Project Goals.
• Meeting your Project commitments.
• Keeping Supporters informed. You should post project updates to keep Supporters informed about the Project and how the funds are being spent. Crowdfunder may require you to post a Project update if, at Crowdfunder's discretion, Crowdfunder determines it is required for transparency or there has been a significant change of circumstances in relation to your Project.
• Communicating clearly and responding promptly and thoroughly, and to Crowdfunder's satisfaction, to any questions or requests from Crowdfunder or your Supporters.
• Resolving Supporter issues and working with Supporters to find a fair resolution for any problems, including dealing with requests for refunds.
• Following the Applicable Laws related to your Project and use of funds.
• Managing taxes. You are responsible for collecting and remitting all applicable taxes associated with your Project and Pledges.
• Not relying on funding or making any business decisions in reliance on your Project on Crowdfunder until the funds are in your bank account.
• Cooperating with Crowdfunder and providing assistance and information requested by Crowdfunder, especially for regulatory matters, audits, or inquiries.

3.4. Supporting a Project. You can make a financial contribution as a Pledge (minimum $1) using a debit or credit card or other payment method offered. Crowdfunder uses Stripe to process payments. Contributing to a Project does not give you any rights, ownership, or control over it. Make sure any funds you use to support Projects come from legitimate sources and comply with all Applicable Laws. If you choose to make a “Regular Donation”, you authorize Crowdfunder to charge your chosen payment method regularly at the frequency you select. Your Regular Donation will continue until you cancel the Regular Donation or the Project closes, whichever comes first. You can cancel your Regular Donation any time.

3.5. Cancelling Pledges and Refunds. Pledges and tips may be cancelled and/or refunded to the Supporter.

Cancelling By Crowdfunder: Crowdfunder can cancel Pledges at any time without notice.

Cancelling by Project Owners or Supporters: You may cancel a Pledge via your Crowdfunder account before those funds are transferred to the Project (or the end of the Fundraising Period if earlier). Usually this means refunds are only possible within 7 days of the date of the Pledge. After this period, the Project Owner is responsible for issuing and responding to requests for any refunds of Pledges. Crowdfunder shall not be liable for any Project Owner's failure to refund Pledges.

Refunding Tips: If you would like to remove a tip you made to Crowdfunder, contactCrowdfunder's Customer Experience Team. If an individual Pledge is cancelled, any tip to Crowdfunder will also be refunded without deduction. If all Pledges to a Project are returned, tips will not be refunded.

3.6.Legal Relationship Between A Project Owner and Supporter. Pledges to Projects are voluntary gifts freely given. A Supporter does not receive anything in return. There is no obligation on the Project Owner to refund or pay back its Supporters. If you're unsure about the legal implications, please seek professional legal advice.

3.7. Publicly Visible Information. For Project Owners, your profile name and biography and anything you post on your Project page on Crowdfunder will be publicly visible.For Supporters, when you make a Pledge, Crowdfunder will publish your username on the Project page on Crowdfunder unless you have selected “Do not display my name”. Even if you have selected this option, please note that Crowdfunder will still share your details with the Project Owner. If you leave a comment when you make a Pledge, your Username will be displayed publicly on Crowdfunder as Crowdfunder does not allow anonymous comments. See Crowdfunder's Privacy Policy for further details.

3.8 Payment Processing and Fees. Crowdfunder uses a third party service provider that specializes in payment processing (“Payment Processor”). Crowdfunder does not process payments, hold funds, or have access to or store your payment information. Crowdfunder periodically communicates with the Payment Processor to request the processing of charges for Pledges, distribution of the Project funds, payment of fees, and other transactions in accordance with this Agreement. The Payment Processor then attempts to process the charges and, if successful, completes the transaction. Project Owners must (a) provide the Payment Processor details of a valid U.S. bank account and other required information to receive payments in connection with a Project, (b) accept the Payment Processors' Connected Account Agreement and Services Agreement, and (c) agree that Crowdfunder is not liable for the actions of the Payment Processor. Creating a Project on Crowdfunder is free. However, Crowdfunder does charge Project Owners platform and transaction fees on the Pledges a Project receives. You can find details of these fees on our Fees Page. These fees are deducted before Crowdfunder distributes the Project funds. Crowdfunder reserves the right to pass on the cost of chargebacks charged by the Payment Processor (where a Supporter disputes a Pledge) to the Project Owner. By setting up a Project or making a Pledge, you agree to the Payment Processor processing your data. Any personal information you provide to the Payment Processor as a Project Owner or a Supporter will be processed in accordance with the Payment Processor's privacy policy. See Crowdfunder's Privacy Policy for further details regarding your personal information and the third party service providers that Crowdfunder uses.

3.9. Prohibited Projects. You agree that you will not use the Crowdfunder Platform to start any Project or raise funds for any Projects that:

(a) violate Applicable Laws;

(b) contain illegal content;

(c) contain pornographic, sexually explicit, or obscene material;

(c) are fraudulent, misleading, inaccurate, dishonest, out of date, undeliverable, or impossible;

(d) support, promote, incite, encourage, or reflect hatred, defamation, abuse, violence, threats, harassment, or discrimination against any individual or group;

(e) threaten the anonymity of victims, vulnerable adults, or children;

(f) infringe the intellectual property or other rights of any third party;

(g) contain personal data about children or personal data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the processing of data concerning health or sex life or other sensitive personal data;

(h) promote, offer, or involve investments, equity, returns, profit shares, loans or loan repayments, or any financial instruments or virtual currency;

(i) promote, offer, or involve e-cigarettes, vapes, tobacco including nicotine products, drugs or drug paraphernalia, narcotics, controlled substances, pharmaceuticals or similar products that are illegal or prohibited in the U.S. or any state;

(j) promote, offer, or involve firearms, weapons, knives, explosives, ammunition, or other weaponry, accessories, or replicas thereof;

(k) promote, offer, or involve manufactured products that don't meet U.S. safety guidelines or any item or service that is illegal to sell, offer, distribute, or use in the U.S.;

(l) promote, offer, or involve gambling, sweepstakes, lotteries, or prize drawings;

(m) involves countries, regions, governments, persons, or entities that are subject to U.S. and other economic sanctions under Applicable Laws;

(n) raise funds for any political campaigns of any candidate for public office or other electoral campaigns subject to U.S. or any state campaign finance laws;

(o) breach the Payment Processor's “Prohibited and Restricted Businesses” rules; or

(p) are otherwise unacceptable as determined by Crowdfunder, in its sole discretion.

Crowdfunder reserves the right, but is not obligated, to remove, edit, or modify any Projects on the Crowdfunder Platform, in its sole discretion, including Projects that are illegal, inaccurate, misleading, infringing on intellectual property rights, or violate this Agreement.

3.10. Reporting Concerns. If you find any content on the Crowdfunder Platform that you believe is illegal, harmful, threatening, violates your rights, is being misused, or breaches this Agreement in any way, please report it. You can do this by: (a) clicking the “Report this Project” button on the Project page, or (b) contacting Crowdfunder. Crowdfunder will review your report and take appropriate action.

4. User content.

4.1. User Content. A Project Owner may post or upload user-generated content, including text, photos, messages, or other materials (collectively, “User Content”) in connection with a Project. Crowdfunder may also make available to Users the ability to post comments on a Project or other interactive communication features on the Crowdfunder Platform (collectively, the “Interactive Services”) in which Users may post or upload User Content.

4.2. License to User Content. By submitting User Content to the Crowdfunder Platform, you automatically grant Crowdfunder the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media, or technology for the full term of any copyright that may exist in such content, without payment to you or to any third parties. If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you forever waive and agree to not claim or assert any entitlement to any and all moral rights of an author in any of the User Content. When you submit User Content, you understand that Crowdfunder will have the right, but not the obligation, to use, display, and publish your name, photograph, likeness, voice, performance, biographical information, and statements in connection with such User Content, throughout the world in perpetuity on the Crowdfunder Platform. If Crowdfunder makes use of any of these rights, you understand and agree that you shall not receive any other consideration, payment, notification, or credit, nor will you have any approval over how Crowdfunder uses them. You represent and warrant to Crowdfunder that you have the full legal right and authority to grant to Crowdfunder the license provided for herein, that you own or control the complete rights to the User Content you submitted, and that neither the User Content nor the exercise of the rights granted herein shall violate this Agreement or infringe upon any rights, including the right of privacy or right of publicity, constitute a libel or slander against, or violate any right of, or cause injury to, any person or entity.

4.3. Prohibited Materials. By submitting any User Content or participating in any Interactive Services within or in connection with the Crowdfunder Platform, you agree to not upload, post, or otherwise transmit any User Content that:

(a) is obscene, indecent, harassing, threatening, pornographic, profane, sexually explicit, libelous, abusive, bigoted, or hateful;

(b) constitutes SPAM or unauthorized advertising;

(c) invades anyone's privacy;

(d) encourages conduct that would constitute a criminal offense;

(e) violates any Applicable Laws;

(f) is for commercial purposes or otherwise advertises or solicits for the sale of goods or services;

(g) constitutes or contains false or misleading indications of origin or statements of fact;

(h) slanders, libels, defames, disparages, or otherwise violates the legal rights of any third party;

(i) causes injury of any kind to any person or entity;

(j) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party; or

(k) contains software viruses or any other malicious code designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

Any conduct that in Crowdfunder's sole determination restricts or inhibits anyone else from using or enjoying the Crowdfunder Platform will not be permitted. Crowdfunder reserves the right in its sole discretion to remove or edit User Content by you and to terminate your use of the Crowdfunder Platform for any reason.

4.4. Monitoring. Crowdfunder has the right, but not the obligation, to monitor User Content uploaded, posted, or otherwise transmitted to the Crowdfunder Platform. Although Crowdfunder has no obligation to monitor, screen, edit, or remove any of the User Content posted or uploaded to the Crowdfunder Platform, Crowdfunder reserves the right, and has absolute discretion, to monitor, screen, edit, refuse to post, or remove without notice any User Content uploaded, posted, or otherwise transmitted to the Crowdfunder Platform at any time and for any reason. The decision by Crowdfunder to monitor or modify User Content does not constitute and shall not be deemed to constitute any responsibility or liability in any manner on the part of Crowdfunder in connection with or arising from use by you of the Interactive Services on the Crowdfunder Platform. Crowdfunder may disclose information regarding your access to and use of the Crowdfunder Platform, your User Content, the circumstances surrounding the transmission of User Content, and personal information regarding users who make User Content available, in each case in accordance with Applicable Laws or a request by a court or law enforcement or other governmental authority, or otherwise in accordance with the Privacy Policy.

4.5. User Content Is Not Endorsed or Verified by Crowdfunder. Crowdfunder does not endorse, support, sanction, verify, or agree with the comments, opinions, or statements posted in connection with Projects or any Interactive Services or otherwise contained in the Crowdfunder Platform. Any information or materials in Projects, the Interactive Services, or the Crowdfunder Platform, including advice and opinions, are the views of those who post the statements, and do not necessarily represent the views of Crowdfunder. Crowdfunder assumes no responsibility for the accuracy, reliability, appropriateness, or legality of any material posted. You understand and agree that you will evaluate, and bear all risks associated with, the use of any content posted by other users, including any reliance on the accuracy, completeness, or usefulness of such content.

4.6. Public Communications. You acknowledge and agree that any User Content in connection with the Crowdfunder Platform is public. You acknowledge that you have no expectation of privacy in any User Content. No confidential, fiduciary, contractually implied or other relationship is created between you and Crowdfunder by reason of your transmitting User Content to the Interactive Services or the Crowdfunder Platform.

5. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE CROWDFUNDER PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED TO YOU (INCLUDING USER CONTENT) ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. CROWDFUNDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE CROWDFUNDER PLATFORM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

NEITHER CROWDFUNDER NOR ANY CROWDFUNDER PARTY WARRANTS THAT THE CROWDFUNDER PLATFORM OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE CROWDFUNDER PLATFORM OR INFORMATION AVAILABLE THROUGH THE CROWDFUNDER PLATFORM (INCLUDING USER CONTENT) WILL BE ACCURATE, RELIABLE, SECURE, ERROR-FREE, OR UNINTERRUPTED, THAT PERFORMANCE OR RESULTS ARE GUARANTEED, THAT DEFECTS WILL BE CORRECTED, OR WILL OTHERWISE MEET YOUR REQUIREMENTS, NEEDS, OR EXPECTATIONS. NO ADVICE, STATEMENT, OR OTHER INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CROWDFUNDER, ANY CROWDFUNDER PARTY, OR ANY OTHER SOURCE (INCLUDING OTHER USERS), WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

ALL DISCLAIMERS OF ANY KIND IN THIS AGREEMENT (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF CROWDFUNDER AND ITS AFFILIATES AND LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (EACH A “CROWDFUNDER PARTY” AND COLLECTIVELY, THE “CROWDFUNDER PARTIES”).

6. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS,IN NO EVENT WILL THE CROWDFUNDER PARTIES BE LIABLE TO YOU IN ANY MANNER, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY) AND HOWEVER CAUSED, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF USE, OR OTHER INTANGIBLE LOSSES (INCLUDING ATTORNEYS FEES AND COSTS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE CROWDFUNDER PLATFORM, WHETHER OR NOT YOU WERE ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE CROWDFUNDER PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE CROWDFUNDER PLATFORM EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO CROWDFUNDER TO USE THE CROWDFUNDER PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE CROWDFUNDER PARTIES' LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE CROWDFUNDER PARTIES. ALL LIMITATIONS OF LIABILITY OF ANY KIND IN THIS AGREEMENT (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF ALL CROWDFUNDER PARTIES.

7. Release

YOU HEREBY RELEASE THE CROWDFUNDER PARTIES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, FROM ANY AND ALL LIABILITIES, LOSSES, DAMAGES, RIGHTS, CONTROVERSIES, CLAIMS, OR ACTIONS OF ANY KIND OR NATURE, INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, PUNITIVE, OR EXEMPLARY, INCLUDING ATTORNEYS FEES AND COSTS (COLLECTIVELY, “LIABILITIES”) DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO YOUR OR ANY OTHER PARTY'S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE CROWDFUNDER PLATFORM OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE CROWDFUNDER PLATFORM OR INFORMATION AVAILABLE THROUGH THE CROWDFUNDER PLATFORM (INCLUDING USER CONTENT). TO EFFECTUATE A FULL AND COMPLETE GENERAL RELEASE OF THE RELEASED CLAIMS, YOU EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY,” AND ANY SIMILAR APPLICABLE LAWS PERTAINING TO THE RELEASE OF ALL CLAIMS, INCLUDING UNKNOWN OR UNSUSPECTED CLAIMS.

8. Indemnification

You agree to defend, indemnify, and hold harmless the Crowdfunder Parties from and against all claims, suits, actions, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) your breach or violation of this Agreement, (ii) your use of and access to the Crowdfunder Platform, by you or any person using your Account, (iii) your violation, infringement, or misappropriation of the rights of any third party, (iv) your violation of any Applicable Laws, or (v) your User Content uploaded, posted, or otherwise transmitted on or through the Crowdfunder Platform. Crowdfunder reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Crowdfunder in asserting any available defenses. You will not, in any event, settle any claim or matter subject to indemnification by you without the prior written consent of Crowdfunder.

9. Termination

You may terminate this Agreement at any time by stopping all use of the Crowdfunder Platform and deactivating or deleting your Account. Crowdfunder may suspend your use of the Crowdfunder Platform or terminate this Agreement for any reason at any time, in Crowdfunder's sole discretion. Without limiting the generality and discretion of the foregoing, Crowdfunder may suspend your use of the Crowdfunder Platform or terminate this Agreement if you do not comply with this Agreement, if you engage in any fraud or abuse, if you or anyone using your Account makes any misrepresentation to the Crowdfunder Parties, or, if in Crowdfunder's sole discretion, such action is deemed necessary to prevent, investigate, or otherwise address a threatened or actual disruption to or misuse of the Crowdfunder Platform or other harm to Crowdfunder or other persons or property. Where reasonable under the circumstances, Crowdfunder will provide you with at least twenty-four (24) hours' prior notice of suspension or termination, provided that if Crowdfunder reasonably believes that you have materially breached this Agreement, Crowdfunder may immediately terminate or suspend you. Upon any termination or suspension, your right to use the Services will immediately cease, and Crowdfunder may, without liability to you or any third party, immediately deactivate or delete your Account and all associated materials, including User Content, without obligation to provide further access to such materials. Your obligations under this Agreement shall survive any expiration or termination of this Agreement.

10. Export compliance

The Crowdfunder Platform is controlled and operated by Crowdfunder in the United States. The Crowdfunder Platform may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not access or use the Crowdfunder Platform in any U.S.-embargoed country or region or in violation of any U.S. export law or regulation. You will not use the Crowdfunder Platform to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you reside or are located.

11. Copyright policy and procedure

11.1. DMCA Compliance. Crowdfunder respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512), as amended (“DMCA”), Crowdfunder has adopted the following policy and procedure for copyright infringement claims. Crowdfunder will respond promptly to claims of copyright infringement reported to its designated Copyright Agent in accordance with the DMCA.

11.2. Reporting of Alleged Copyright Infringement. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Crowdfunder Platform, you may provide written notice (“DMCA Notice”) to Crowdfunder's Copyright Agent. Pursuant to the DMCA, the DMCA Notice must include the following:

(a) Your physical or electronic signature;

(b) Identification of the copyrighted work you believe to have been infringed, or, if the claim involves multiple works, a representative list of such works;

(c) Identification of the material you believe to be infringing in a sufficiently precise manner to allow Crowdfunder to locate the material;

(d) Adequate information by which Crowdfunder can contact you (including your name, postal address, telephone number, and email address);

(e) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;

(f) A statement that the information in the notification is accurate; and

(g) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

All DMCA Notices should be sent to Crowdfunder's designated Copyright Agent, as follows:

Crowdfunder, Inc.

Attn: Crowdfunder Copyright Agent

8 The Green #16317

Dover, DE 19901

United States

[email protected]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity in the Crowdfunder Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

11.3. Counter-Notification. If you believe that your material has been removed or access to it has been disabled by mistake or misidentification, you may provide a written counter-notification (“Counter Notice”) to Crowdfunder's Copyright Agent. Pursuant to the DMCA, the Counter Notice must include the following:

(a) Your physical or electronic signature;

(b) 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;

(c) Adequate information by which Crowdfunder can contact you (including your name, postal address, telephone number, and email address);

(d) A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

(e) A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Crowdfunder may be found, and that you will accept service of process from the person (or an agent of that person) who provided notification of the alleged infringement.

The DMCA permits Crowdfunder to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Crowdfunder Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

11.4. Repeat Infringers. In accordance with the DMCA and other Applicable Laws, Crowdfunder may, in appropriate circumstances and at its sole discretion, suspend or terminate your Account if you are deemed to be a repeat infringer. Crowdfunder may also, at its sole discretion, limit access to the Crowdfunder Platform or terminate the Account of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

12. General provisions

12.1. Construction. The headings in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement. The provisions of this Agreement shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either Party. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa; (b) any references to Sections refer to those parts of this Agreement; (c) “and” and “or” are each used both conjunctively and disjunctively; (d) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; (e) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; and (f) any reference to any specific Applicable Laws shall be deemed to include all rules and regulations promulgated thereunder.

12.2. Force Majeure. Crowdfunder will not be liable for any delayed or inadequate performance under this Agreement to the extent caused by a condition that is beyond Crowdfunder's reasonable control, including natural disaster, fire, flood, and other acts of God, war, armed conflict, terrorism, contagion, epidemic, pandemic, strikes, labor disputes, civil disturbances, government actions, power outages, interruption or failure of the Internet or any utility service, failure of third party service providers or hosting services, denial of service attacks, or other similar occurrences (each, a “Force Majeure Event”).

12.3. Governing Law; Venue; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. If for any reason an action proceeds in court rather than in arbitration, it must be brought exclusively in a state or federal court of competent jurisdiction located in the State of Delaware, and each party irrevocably consents to the exclusive personal jurisdiction and venue therein.This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.4. Mandatory Arbitration; Class Action Waiver. The parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. Except for actions (a) to protect a party's intellectual property, or (b) to enforce an arbitrator's decision hereunder,ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE SUBMITTED TO AND RESOLVED EXCLUSIVELY BY CONFIDENTIAL, FINAL, AND BINDING ARBITRATIONadministered by the American Arbitration Association (“AAA”) pursuant to (a) if you are based in the United States, then the AAA's then-prevailing Commercial Arbitration Rules and Mediation Procedures, or (b) if you are based outside of the United States, then the AAA's then-prevailing International Dispute Resolution Procedures (the “AAA Rules,” as applicable). The most recent version of the applicable AAA Rules is available at https://www.adr.org/rules, and are hereby incorporated into and made a part of this Agreement. The arbitration shall be before a single, neutral arbitrator who is a licensed attorney with experience in applicable Delaware law or a former or retired state or federal court judge. If the parties cannot agree upon selection of an arbitrator, then the parties agree that AAA will appoint an arbitrator with the appropriate experience. Arbitration will be conducted in English. The location of arbitration will be the State of Delaware, unless another location is mutually agreed by the parties.EACH PARTY AGREES THAT THE ARBITRATION WILL BE CONDUCTED IN ITS INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS, CONSOLIDATED, OR OTHER REPRESENTATIVE ACTION. Each party expressly waives its right to file a class action or seek relief on a class basis, and no arbitrator may consolidate more than one person or entity's claims or otherwise preside over any form of a representative or class proceeding, unless otherwise mutually agreed by the parties. Arbitration may be initiated by any party by giving to the other party written notice requesting arbitration, which notice shall also include a statement of the claims asserted and the facts upon which the claims are based. Except as expressly permitted in this Agreement, the arbitrator does not have any power to alter, amend, modify or change any of the terms or provisions of this Agreement. Except as prohibited in this Agreement, the arbitrator will have the authority to award any remedy or relief otherwise available in a court of law. The arbitrator must provide a reasoned written opinion including detailed findings of fact and conclusions of law in support of any award. Any arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Any party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement or to enforce an arbitration award. Except as may be required by law or to enforce an arbitration award, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding the foregoing, either party may, without waiving any remedy under this Agreement, seek equitable or injunctive relief as permitted by this Agreement or under Applicable Laws from any court of competent jurisdiction. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys' fees.

12.5. Notices. Crowdfunder may provide general notices related to the Crowdfunder Platform that are applicable to all Users via email or notifications and such notices shall be deemed to satisfy any legal requirement that notice be made in writing. Any other notices (including all notices from you) must be sent via email, registered or certified mail with return receipt requested and postage prepaid, or overnight courier to the addresses of the parties and are deemed given when received. Notices to you will be sent via email to the primary email address for your Account or to the address associated with your Account. Notices to Crowdfunder must be sent via email to [email protected] and to the following address: Crowdfunder, Inc., Attn: Legal Department, 8 The Green # 16317, Dover, DE 19901. General questions or requests for support in connection with the Crowdfunder Platform should be directed to our Customer Experience Team.

12.6. Consumer Complaints. If you are a California resident, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

12.7. Relationship of the Parties. The parties are and shall be independent contractors with respect to all products and services provided under this Agreement. This Agreement is not intended, does not create, and will not be construed to create any partnership, joint venture, franchise, fiduciary, agency, employment, or any other relationship between the parties.

12.8. No Third Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

12.9. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise of any remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to any other remedies under this Agreement or other rights and remedies available at law or in equity.

12.10. Equitable Remedies. You hereby agree that if this Agreement is not specifically enforced, Crowdfunder will be irreparably damaged, and therefore you agree that Crowdfunder shall be entitled to seek appropriate equitable remedies with respect to enforcement of this Agreement, without posting a bond, other security, or proof of damages, in addition to any other available remedies at law or in equity.

12.11. No Waivers. Crowdfunder's failure or delay to exercise or enforce any right or provision of this Agreement will not constitute a waiver of that or any other right or provision of this Agreement. Any waivers granted hereunder are effective only if in a writing signed by Crowdfunder expressly granting such waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

12.12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, under present or future law, such provision will be modified to the minimum extent necessary to remedy such invalidity, illegality, or unenforceability and interpreted so as best to accomplish the objectives of the original provision and original intent of this Agreement to the fullest extent permitted by law, and the remaining provisions of this Agreement will continue in full force and effect.

12.13. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Crowdfunder.

12.14. Binding Effect. This Agreement will be binding upon and inure to the benefit of your heirs, executors, administrators, successors, legal representatives, and permitted assigns.

12.15. Entire Agreement. This Agreement constitutes the entire agreement between you and Crowdfunder relating to the subject matter herein, including your access to and use of the Crowdfunder Platform, and supersedes and replaces any prior or contemporaneous discussions, representations, proposals, negotiations, understandings, and agreements between the parties, whether written or oral, with respect to this subject matter.

12.16. Changes to this Agreement. Crowdfunder reserves the right, in its sole and absolute discretion, to change, modify, update, add to or delete any of the terms and conditions of this Agreement, at any time, by notifying you of such changes by any reasonable means. Notice may be given to you via email or notification on the Crowdfunder Platform and the most current version will be available at https://www.crowdfunder.com/terms-conditions. Crowdfunder will also update the “Last Updated” date at the top of this Agreement and will become effective upon that date, except as otherwise specified by Crowdfunder in writing, and when effective will supersede all prior versions. Your continued access to or use of the Crowdfunder Platform after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. If you do not agree to any changes, you must immediately stop using the Crowdfunder Platform and promptly notify Crowdfunder in writing.