Welcome to CrowdPay.us (the “Site“), a website operated by CrowdPay.us, Inc. (“CrowdPay“, “we“, “us“, or “our“). We operate the CrowdPay platform (the “CrowdPay Platform“). This Site provides resources and information about the CrowdPay Platform and a number of related services (collectively, including the Site and the CrowdPay Platform, the “Services“). The following terms and conditions (the “Terms of Use“) form a binding agreement between you and us whether you are a visitor to this Site (a “Visitor“), an individual who is accessing and using the CrowdPay Platform from a
Publisher website (an “End User“) or the owner or operator of a website that makes the CrowdPay Services available on its website (a “Publisher” and the website a “Publisher Site“). Unless otherwise indicated, “you” means Visitors, End Users and Publishers.
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THE SITE AND USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ACCESSING THE SITE OR USING THE SERVICES ON BEHALF OF AN ENTITY OR BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR BUSINESS TO THESE TERMS OF USE. IF YOU OR THE ENTITY DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES.
1. SERVICES. The CrowdPay Platform provides online services that make crowdfunding easy. When we refer to Content we mean web pages, text, videos, images, audio clips, photos, graphics, advertisements, sponsorships and/or other types of content or data.
2. PUBLISHER ACCOUNTS. If you are a Publisher and want to receive reports or other customized Services that are related to your Publisher Site(s), we may require that you create an Account. You can create an Account by following the registration instructions provided on the Site. If you choose to create an Account, you agree to provide only true, current, accurate, and complete registration information, and you will keep that information true, accurate, and up-to-date. Each registration is for your personal use, or for the use by the company or organization on whose behalf you access the Site and use the Service. You are responsible for all activities occurring under Your Account and you may not authorize anyone else’s use. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You may not use your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.
3. CONTENT. Publishers are responsible for any Content on the Publisher Site and End Users are responsible for any Content submitted by the End User. You agree that any Content for which you are responsible will not:
- Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others
- Violate the privacy, publicity, or other rights of third parties
- Be false or inaccurate or become false or inaccurate at any time
- Be discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion
- Disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others
- Misrepresent the source of the Content
- Contain any virus, Trojan horse, worm, time bomb, cancelbot, or other disabling device or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
- Advocate or encourage any illegal activity; or
- Have the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
As a Publisher, you authorize us to use, reproduce, distribute, publicly display and publicly perform the Publisher Content to the extent necessary or desired for us to provide the Services. If you are an End User, you similarly, authorize us to use, reproduce, distribute, publicly display and publicly perform the Content you provide or submit by using the Service.
We do not endorse any Content or any opinion, recommendation, or advice expressed in any Content, and we expressly disclaim any and all liability in connection with any Content. We may decide whether any Content is inappropriate or not in compliance with these Terms of Use and reserve the right to remove Content and/or suspend or terminate your use of the Services at any time, without prior notice and in our sole discretion.
4. GENERAL RULES OF CONDUCT. It is our goal to make the use of our Site and Services a good experience for all of our Publishers and Users. With this in mind, we have formulated these rules of conduct. You agree not to, nor allow anyone accessing your Account or the Site or Services to:
Conduct or promote any illegal activities while using the Site or Services;
Upload, distribute, post, transmit or otherwise make available, including through the CrowdPay Platform, any Content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
Attempt to reverse platformer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the CrowdPay Platform (including the tools, methods, processes, and infrastructure) or other code or software that enables or underlies the Site or Services;
Modify, change or alter in any way, the proprietary content of a third party using the CrowdPay Platform;
Use the Services in any manner which interferes with the performance or functionality of the APIs or the CrowdPay Platform;
Attempt to gain access to secured portions of the Site or Services to which You do not possess access rights;
Load or transmit any form of virus, worm, Trojan horse, or other malicious code;
Promote or advertise any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) violates the terms of service of any website upon which the Content is viewed, or (iii) CrowdPay determines, in its sole discretion, is inappropriate to be promoted through the Site or the Services;
Use the Site or Services to generate unsolicited email advertisements or spam;
10. Use any automatic, electronic or manual process to access, search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services.
11. Use the Site or Services to stalk, harass or harm another individual;
12. Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or Services, or any content contained on any such web page for commercial use without our prior express written permission;
13. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
14. Mirror or frame the Site or any portion of the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
6. OWNERSHIP AND LICENSES. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology”) are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Subject to the terms of this Terms of Use, we hereby grant to Publisher a limited, non-exclusive, worldwide license to use and reproduce the code provided on the Site that enables the installation of CrowdPay on your Publisher Site (the “Downloadable Code“). You may modify the Downloadable Code as described in our support documents, or as otherwise authorized by us, but in no event may you modify the Code in a manner that removes, diminishes or otherwise obscures any of our Marks, notices or links back to the Site or breaches any of your obligations in these Terms of Use. Except as specifically allowed in this paragraph, our Technology may not be modified, reproduced, republished, posted, displayed, performed, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. If you are a U.S. Government end user, any of the components that constitute Our Technology and its related documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire Our Technology and any documentation provided with the Services with only those rights set forth in this Agreement.
7. OUR TRADEMARKS. CrowdPay graphics, logos, designs, page headers, button icons, and toolbars appearing on the Site or the Services may be trademarks in the United States and other countries (collectively, with the registered trademarks, the “CrowdPay Marks“). All other logos and trademarks are trademarks of their respective owners. You are not authorized to use any CrowdPay Marks without the prior written permission of CrowdPay. Ownership of all CrowdPay Marks and the goodwill associated therewith remains with us. We hereby grant Publishers a non-exclusive right and license to display any CrowdPay Marks but solely as incorporated into, and subject to the restrictions of use associated with, the code and CrowdPay Marks licensed in Section 6. Except for this limited license granted to Publishers, you are not authorized to use any CrowdPay Marks.
8. FEEDBACK. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site or the Services, (collectively “Feedback“), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
9. INTERACTIVE FORUMS. The Site may contain forums that allow our Publishers and other registered users to interact with us and each other (“Forums“). You are solely responsible for any Content you post to a Forum and the provisions of Sections 3 and 4 apply. We reserve the right, but do not undertake the obligation, to alter, edit, refuse to post or remove a post on the Forums if it does not meet the standards established in this Agreement or for any other reason we deem appropriate. We are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any Content or activities of other users on the Site. You agree that (i) we are not in any manner responsible for the Content, (ii) we do not guarantee the accuracy, integrity or quality of the Content, and (iii) we cannot ensure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Site or Forums. You retain the copyright in any Content that you post in the Forums, and by posting any Content in the Forums, you grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Content in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
10. DATA RIGHTS AND PUBLISHER PRIVACY POLICIES. We do not charge End Users or Publishers a fee for using the Services, including the CrowdPay Platform. In consideration for the Services, you agree that we may collect data related to an End User’s use of the Services including an End User’s sharing of Publisher Content (collectively, the “Data“). Our data collection, use and disclosure practices are described more fully in our Privacy Policy and include the use of log information and cookies that record anonymous (i.e., non-personal) information about End Users. When an End User downloads a page that contains is using the CrowdPay Platform, we may deploy a cookie on our own behalf or on behalf of one of our data partners, to record information about how an End User uses the web, such as the web search that landed the End User on a particular page or categories of the End User’s interests. We may use the Data to target advertising toward the End User or authorize others to do the same. If you are a Publisher and prefer that we do not collect, and do not assist others in the collection of, Data about End Users on your Publisher Site, you may email us and we will assist you in discontinuing our placement of cookies related to your Publisher Site. Please be advised, however, that if you cause us to discontinue the placement of cookies related to your Publisher Site, we will not be able to provide you with certain Services. For example, we won’t be able to provide you reports and analytics regarding the usage and effectiveness of the CrowdPay Platform on your Publisher Site. If you do not cause us to discontinue the placement of our cookies, you grant us a non-exclusive, perpetual, worldwide and irrevocable right and license to collect, use and disclose the Data as provided in our Privacy Policy and to allow our third party data partners to do the same.
11. PRIVACY. We know that your privacy and the security of your information is important. For this reason, we have created a Privacy Policy that describes our collection, use and disclosure of information.
12. GEOGRAPHICAL RESTRICTIONS. We make no representation that all of the Services are appropriate or available for use in locations outside the United States or all territories within the United States. If you choose to access our Site and the Services, or make the Services available via the Publisher Site, you do so on your own initiative and are responsible for compliance with local laws.
13. MODIFICATIONS TO TERMS. We may change the terms of these Terms of Use from time to time on a going-forward basis. We will notify you of any such material changes by posting notice of the changes on the Site, and/or, in our sole discretion, by email. Any such modifications become effective upon the earlier to occur of (i) your acknowledgement of such modifications; or (ii) your continued access to and/or use of the Site or Services after we post notice of such modifications. It is your sole responsibility to check the Site from time to time to view any such changes to the terms in the Terms of Use. If you do not agree to any changes, if and when such changes may be made to the Terms of Use, you must cease access to the Site and use of the Services.
14. MODIFICATIONS TO THE SITE OR SERVICES. We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
15. TERMINATION. You acknowledge and agree that we, at our sole discretion, may terminate your use of the Site and/or the Services without prior notice for any reason at any time. You agree that we shall not be liable to You or any third party for termination of your access to the Site and Services. In the event of any termination, you will immediately cease access to the Site and/or the applicable Services, and we will no longer provide You such Services.
16. COPYRIGHT VIOLATIONS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following 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 or Services;
- 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, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our copyright agent for notice of claims of copyright infringement on the Site or the Services can be reached by mail at: DMCA Claims, CrowdPay.us, Inc., 200 Park Avenue Suite 1700 , NY, New York, 10166 or by email at [email protected] Please note that, pursuant to 17 U.S.C., section 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by CrowdPay in connection with the written notification and allegation of copyright infringement.
17. DISCLAIMERS. THE SITE AND SERVICES AS WELL AS ALL SOFTWARE, MATERIALS, AND TECHNOLOGY USED TO PROVIDE ANY OF THE FOREGOING, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CROWDPAY, OUR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, QUIET ENJOYMENT, UN-INTERRUPTION, AND/OR SYSTEM INTEGRATION. CROWDPAY, OUR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF THE SITE OR SERVICES, OR THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE.
18. LIMITATIONS OF LIABILITY AND CONTENT. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE, AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL CROWDPAY, ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, INCLUDING, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE AND CLARITY ONLY, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES, THE SITE, THE CROWDPAY PLATFORM, OR CONTENT. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CROWDPAY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY VIOLATION BY US OF THESE TERMS OF USE IS TO DISCONTINUE USING THE SITE OR THE SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH ANY VIOLATION OF THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
19. INDEMNIFICATION. You agree to indemnify, defend and hold harmless CrowdPay, our officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (i) any Content you submit, post or transmit through the Site or Services, (ii) your use of the Site or Services, (iii) your violation of these Terms of Use, (iv) your violation of any rights of any other person or entity, or (v) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.
20. ELECTRONIC COMMUNICATIONS. We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section 14 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in a writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Use by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
21. SURVIVAL. Any provisions regarding ownership, any licenses that by their terms survive termination, as well as Sections 16 through 23 will survive the expiration or termination of these Terms of Use for any reason.
22. NOTICE; VIOLATIONS. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to [email protected] or as otherwise expressly provided. Please report any violations of these Terms of Use to [email protected]
23. General Terms. You are responsible for compliance with all applicable laws. The Terms of Use and the relationship between you and CrowdPay will be governed by the laws of the State of New York, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms of Use, or your use of the Site or Services must be instituted exclusively in the federal or state courts located in New York are and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. These Terms of Use are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Use to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Use constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect. YOU AND CROWDPAY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, SERVICES OR CROWPAY SOFTWARE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION.