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CrowdCheck Terms of Use

Please read the following agreement carefully. This agreement establishes the terms to which you, the “User,” agree, and will be legally bound, by using the website at CrowdCheck.com. Under the terms of this agreement, “using” includes, but is not limited to, visiting the site, browsing the site, clicking on links within the site, and accessing information via the site. As set forth in detail below, this agreement applies to all Users of this site to the extent permitted by law without exemption.

Definitions

As used in this agreement, “the Company” means CrowdCheck, its officers, directors, employees and affiliates. “You” or “the User” means an individual accessing the CrowdCheck website located at CrowdCheck.com via any device. “The Site” means the CrowdCheck website at CrowdCheck.com. “The Investor Service” means the materials and information provided to the User on the Site. A “Customer” is an issuer or platform that has executed a Master Services Agreement with CrowdCheck. If you are a Customer, additional terms may apply to you. Please see your Master Services Agreement for additional terms applicable to Customers.

Modification of Terms and Conditions

This agreement constitutes the entire understanding between the User and CrowdCheck with respect to the Investor Services as of the date you first accessed CrowdCheck.com, and supersedes any preexisting agreement. CrowdCheck reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue any services provided on this site or elsewhere (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. CrowdCheck may also impose limits on certain features and services or restrict your access to parts or all of its services without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the site following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Termination or Refusal of Service

The services provided by CrowdCheck are available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract. The Company may, in its sole discretion, refuse to offer the Investor Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Investor Service is revoked in such jurisdictions.

CrowdCheck may terminate your access to all or any part of the Investor Service at any time, with or without cause, with or without notice, effective immediately. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Prohibition of Illegal Use

You agree to use the Site in accordance with all applicable law, including the law of the jurisdiction from which you are accessing the site. You should assume that all materials presented on this site are protected by applicable copyright, trademark, or other intellectual property protection. By using any of the materials presented on this site without appropriate license or attribution, you may be liable for violation of intellectual property laws. CrowdCheck may not be held liable for unauthorized use of materials appropriated from this site.

CrowdCheck makes no claim regarding the ownership of any intellectual property appearing on this site submitted to CrowdCheck by Customers. CrowdCheck may not be held liable for any alleged use of materials by Customers or other third parties in violation of any intellectual property laws of the United States or any other jurisdiction.

Disclaimer for Liability By Third Parties

CrowdCheck may not be held liable for any unlawful conduct by any of its Customers, including, but not limited to, Customer issuance of false, misleading, or inaccurate statements; illegal conduct facilitated by the Customer or its business; or any activities by any Customer. CrowdCheck disclaims all liability arising out of inaccuracies contained in information presented to CrowdCheck by Customers.

CrowdCheck may not be held liable for any interactions between you and any organization or individuals found on or through the CrowdCheck service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with Customer Profiles on CrowdCheck. CrowdCheck does not oversee the businesses that are listed on CrowdCheck and has no control over any business or other decisions made by Customers. Except as explicitly noted on our Site, CrowdCheck makes no representations regarding the use of funds by Customers obtained through offerings described on CrowdCheck or elsewhere. CrowdCheck is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. CrowdCheck is under no obligation to mediate or otherwise participate in disputes between investors and Customers, or between Site members and any third party. In the event of a dispute, you release CrowdCheck, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.

Third Party Web Sites

CrowdCheck’s site 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. These other websites are not under the Company's control, and you acknowledge that the Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by the Company or any association with its operators. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

As a condition of use, you promise not to use the Investor Service for any purpose that is prohibited by the Terms of Use. You are responsible for all of your activity in connection with the Investor Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) download or otherwise distribute or facilitate distribution of any content on or through the Investor Service any Site material 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 contractual duty;
  • you know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; or
  • impersonates any person or entity, including any employee or representative of the Company.

Additionally, you shall not: (i) interfere or attempt to interfere with the proper working of the Investor Service or any activities conducted on the Investor Service; (ii) bypass any measures the Company may use to prevent or restrict access to the Investor Service (or other accounts, computer systems or networks connected to the Investor Service); (iii) run Maillist, Listserv, any form of auto-responder or "spam" on the Investor Service; or (iv) use manual or automated software, devices, or other processes to "crawl," “scrape,” 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 Investor 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 Investor 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.

Warranty Disclaimer

CrowdCheck has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what content you access via the Site; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release the Company from all liability for you having acquired or not acquired content through the Site.

CrowdCheck is neither a crowdfunding portal nor a broker or dealer under any securities laws of any jurisdiction. CrowdCheck is not a financial advisor. No action on the part of anyone affiliated with CrowdCheck will at any time create an attorney/client relationship with you.

The Investor 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. CrowdCheck, and its Directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the Investor 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 Investor Service is free of viruses or other harmful components; or (d) the results of using the Investor Service will meet your requirements. Your use of the Investor Service is solely at your own risk.

Some states 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 (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. 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 Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Investor Service.

Indemnification

You shall defend, indemnify, and hold harmless CrowdCheck, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives 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 Site, Service, content or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. CrowdCheck 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 CrowdCheck, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Investor 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 state do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

CROWDCHECK MAKES NO REPRESENTATION REGARDING THE SUITABILITY OF ANY INVESTMENT OR PURCHASE OF SECURITIES FOR ANY INVESTOR. CROWDCHECK IS NOT LIABLE FOR ANY DAMAGES THAT RESULT FROM YOUR PURCHASE OF ANY SECURITIES. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHICH INVESTMENTS, IF ANY, ARE APPROPRIATE FOR YOUR NEEDS.

Investor Service for US Users Only

By accessing the Investor Service, you represent that you are within the United States. CrowdCheck is not liable for any claims arising from any access to the Site from outside the United States. Investors are responsible for compliance with any applicable local laws.

Electronic Delivery/Notice Policy and Your Consent

By using the Investor Services, you consent to receive from CrowdCheck all communications including notices, agreements, legally required disclosures or other information in connection with the Investor Services (collectively, "Contract Notices") electronically. CrowdCheck may provide such electronic Contract Notices by posting them on the CrowdCheck Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the CrowdCheck Site and Services.

Miscellaneous

CrowdCheck shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or eligible for sub-license by you except with CrowdCheck’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

Governing Law and Arbitration

This agreement will be governed by and construed and interpreted in accordance with the laws of the State of New York, without reference to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. Any dispute arising between CrowdCheck and you will be resolved by binding arbitration in the Commonwealth of Virginia. You hereby waive your right to a jury trial of any claim or cause of action arising out of this agreement or your use of the CrowdCheck.com web site.