Learn how Crowdz manages your data.

UPDATED ON MAY 5, 2020.

Platform Users

Crowdz Platform Terms and Conditions 1 Terms and conditions 1.1 Agora Intelligence, Inc., dba Crowdz (Crowdz) owns and operates an electronic platform for the sale and purchase of Receivables between Users (the Platform). Crowdz shall be entitled to offer the same Platform as a process for Users to apply for third-party services (Application). 1.2 These terms and conditions (these Terms and Conditions) set out the terms and conditions on which a User shall be entitled to access and perform certain actions on the Platform. These Terms and Conditions are in addition to any terms and conditions agreed between Crowdz and a User pursuant to any other Platform Agreement, provided that these Terms and Conditions shall prevail if there is any inconsistency between these Terms and Conditions and the terms and conditions of any other Platform Agreement. 1.3 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by these Terms and Conditions and any other Platform Agreements and performing any of its obligations under or in connection with these Terms and Conditions and any other Platform Agreements. 1.4 Any affiliate falling within the scope of Clause 1.3 shall be entitled to rely on and enforce the terms of these Terms and Conditions as if any reference in these Terms and Conditions to “Crowdz” is a reference to that affiliate. 1.5 By a User accepting these Terms and Conditions in accordance with Clause 3 (Acceptance and Registration), that User agrees that these Terms and Conditions form a legal, valid, binding and enforceable contract between that User and Crowdz. 2 Definitions and interpretation 2.1 Defined terms used in these Terms and Conditions have the meaning given to them in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation). 2.2 The principles of interpretation and construction set out in Part 2 (Interpretation) of Schedule 1 (Definitions and interpretation) shall apply to these Terms and Conditions. 3 Acceptance and Registration 3.1 In order to access the Platform for the first time, a User must: (a) provide the Registration Information; and (b) accept these Terms and Conditions. 3.2 A User accepts these Terms and Conditions by an Authorised Person clicking “I Accept”, “I accept, get started” or any equivalent acceptance wording in respect of these Terms and Conditions on the Platform login page. On acceptance of these Terms and Conditions, a User represents and warrants that: (a) the individual accepting these Terms and Conditions on behalf of that User was an Authorised Person as at the time of acceptance; (b) the Registration Information provided by it is true, complete, up-to-date and not misleading in any way; (c) it is bound by these Terms and Conditions effective immediately on and from such acceptance and these Terms and Conditions constitute its legal, valid, binding and enforceable obligations; (d) its electronic acceptance of these Terms and Conditions is effective as if signed under hand by that User and evidences its express intention to be bound by these Terms and Conditions; (e) it is a corporate entity with legal personality, duly incorporated and validly existing in its jurisdiction of incorporation; (f) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and Conditions and the transactions contemplated by these Terms and Conditions; (g) it is acting solely for its own benefit and not as agent, trustee or in any other capacity for the benefit of any third party; and (h) it is not Insolvent or subject to any Insolvency Proceedings. 3.3 Each User acknowledges and agrees that Crowdz has the right to: (a) use the Registration Information provided by that User in order to carry out its “know your customer” or any other similar checks and any other checks and processes that Crowdz is required or deems necessary to carry out for the purpose of registering new Users to the Platform; (b) request any additional information that Crowdz requires in order to carry out these checks or processes and that Crowdz shall not (unless otherwise agreed) complete the registration of that User until the requested information has been provided; and (c) use third parties to perform any or all of these checks and processes if deemed reasonable and appropriate by Crowdz. 3.4 Each User represents and warrants at the time that any additional information is provided that any additional information provided by or on behalf of that User in connection with Clause 3.3 is true, complete, up-to-date and not misleading in any way at the time that it is provided. 4 Confirmation of Registration 4.1 Crowdz shall be entitled in its sole discretion to approve or deny the registration of any User. If Crowdz is willing to register a User, Crowdz will provide or confirm login credentials for that User to access and use the Platform, consisting of an email address and password. The provision or confirmation of login credentials to a User shall constitute confirmation that such User is a Registered User. 4.2 Each User must ensure that any login credentials provided or confirmed by Crowdz for the purpose of accessing and using the Platform are kept confidential and are disclosed to, and only used by, Authorised Persons. If a User knows or suspects that its login credentials have been disclosed to any person who is not an Authorised Person, or that its login credentials have been or may be used in a manner not authorised by that User, it shall immediately notify Crowdz and Crowdz will promptly revoke those login credentials. 4.3 Each User must promptly notify Crowdz: (a) of any amendment or replacement of any of its Registration Information or any additional information provided by that User to Crowdz pursuant to Clause 3.3; and (b) upon becoming aware that any Registration Information or any additional information provided by it was not, or is no longer, true, complete and up-to-date or was or has become misleading. 4.4 Each User acknowledges and agrees that Crowdz has the right to carry out the checks and processes referred to in Clause 3.3 following any notification to Crowdz pursuant to Clause 4.3 and authorises Crowdz to do so in accordance with Clause 3.3. Crowdz may in its sole discretion restrict a User’s access to and use of the Platform while these further checks and processes are being carried out. 5 Entry into additional Platform Agreements 5.1 Following confirmation that a User is a Registered User, that User may request to enter into one or more Platform Agreements or Applications and to be designated as a Platform Seller or Platform Purchaser, both (as applicable), or Applicant for a third-party service. Entry into any additional Platform Agreement is in Crowdz’s absolute discretion and each User acknowledges and agrees that confirmation that such User is a Registered User does not impose any obligation on Crowdz, or any right for that User, to enter into any additional Platform Agreements or Applications. 5.2 Crowdz shall have the right to request any additional information that it deems necessary or desirable in connection with the entry by a User into any additional Platform Agreement or in connection with any available Application. 5.3 The terms of any additional Platform Agreement are additional to these Terms and Conditions and, in the event of any inconsistency between these Terms and Conditions and any Platform Agreement, Clause 1.2 shall apply. 6 Licence and Intellectual Property Rights 6.1 Effective on and from Crowdz’s confirmation that a User is a Registered User, Crowdz grants that User a limited, revocable, non-exclusive, non-transferable, licence to access and use the Platform in accordance with these Terms and Conditions and any Platform Agreement. No User shall assign or transfer or purport to assign or transfer any of its rights in respect of this licence, nor grant or purport to grant any sub-licence, to any third party. 6.2 Crowdz may at any time and in its sole discretion restrict a User’s access to and use of the Platform and may limit or revoke (in part or in full) any licence granted to that User pursuant to these Terms and Conditions, in each case by notice to that User. 6.3 Each User acknowledges and agrees that Crowdz is the owner of the Platform, of all of the Intellectual Property Rights in or relating to the Platform and of all materials and other content published or available on the Platform other than a User’s User Material and Crowdz reserves all right, title, benefit and interest in and to the foregoing. 6.4 No User will obtain any right, title, benefit or interest (including any Intellectual Property Right) in or to the Platform, any Intellectual Property Rights in or relating to the Platform or any materials or other content (other than its User Material) published or available on the Platform except as expressly provided for in any Platform Agreement. Each User will ensure that it takes all reasonable steps necessary to ensure that it protects and does not infringe any of the Intellectual Property Rights in and to the Platform or any materials or content (other than its User Material) published or available on the Platform or the rights of any other User in respect of that User’s User Material. 6.5 A User must promptly notify Crowdz of any breach or likely breach of its obligations under Clause 6.4 and promptly, at its own cost and expense, provide such assistance (including taking such actions) as Crowdz requires as a result of such breach or likely breach. 6.6 No User will: (a) copy, reproduce, modify, distribute, publish, create derivative works from, publicly display, publicly perform, licence, sell or re-sell any materials, content, software, products or services obtained from or through the Platform (including any User Material of any other User); or (b) alter, translate, enhance, reverse engineer, decompile, disassemble or make derivative works of the Platform, the Intellectual Property Rights in or relating to the Platform or any material or other content published or available on the Platform, in each case except as expressly permitted by any Platform Agreement or with Crowdz’s written consent. 6.7 Each User agrees that Crowdz is authorised and grants to Crowdz a royalty free licence (without any express or implied warranties of any kind) to use, reproduce, modify, distribute and publish any of that User’s User Material as Crowdz deems necessary or appropriate in connection with the operation of the Platform and the transactions contemplated by the Platform Agreements or uses contemplated for the Application. 7 Use of the Platform 7.1 Subject to these Terms and Conditions and any Platform Agreement, Crowdz agrees that it will use commercially reasonable efforts to make available the Platform to each Registered User. However, Crowdz provides no representation, warranty, assurance, guarantee or undertaking that the Platform will be available at all times or at any given time and each User acknowledges that access to and use of the Platform may be restricted or prevented by Crowdz from time to time (including for regular maintenance or updates) or for reasons outside of Crowdz’s control. 7.2 Crowdz will use reasonable efforts to: (a) provide advance notice to Users of any scheduled unavailability of the Platform; (b) notify Users of any unscheduled unavailability of the Platform once known to Crowdz; and (c) make the Platform available again as soon as is commercially practicable in the circumstances at that time. 7.3 Crowdz is committed to taking reasonable steps to ensure that the Platform is secure or free from bugs or viruses. However, Crowdz provides no guarantee that the Platform will be secure or free from bugs, viruses, trojans or any malicious or harmful components and each User should use its own virus protection software. 7.4 A User must not: (a) misuse the Platform by knowingly introducing bugs, viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; (b) attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; or (c) attack the Platform via a denial-of-service attack or a distributed denial-of service attack. 7.5 Any breach by a User of Clause 7.4 will result in an immediate termination of the Platform Agreements, revocation of the licence granted in Clause 6.1, and denied access via the Platform to any relevant Application. 7.6 Each User is responsible, at its own cost and expense, for ensuring that it has and will have, among other things, all equipment, hardware and software as is necessary or desirable for accessing and using the Platform except for any equipment, hardware, or software provided by Crowdz to Users generally in connection with the Platform. Any questions regarding minimum system requirements to access the Platform should be sent to Crowdz by email to support@crowdz.io. A User should report any technical issues relating to accessing or using the Platform promptly to the same email address. Crowdz will provide limited technical support to address issues around the functionality of the Platform. 7.7 Each User shall access and use the Platform in accordance with and solely for the purposes set out in the Platform Agreements or in order to fill out Application(s). Each User will comply, and will ensure that all of its Authorised Persons will comply, at all times with these Terms and Conditions and any other Platform Agreement. Each User acknowledges and agrees that Crowdz shall have no obligation to check whether any person acting or purporting to act on behalf of that User is an Authorised Person. Crowdz shall be entitled to act on or in accordance with any communication, notice or document given, made or delivered by any person acting or purporting to act on behalf of a User unless that User has previously provided written notice to Crowdz that such person is not an Authorised Person. 7.8 Each User is solely responsible for its decision to access and use the Platform and no User shall take or refrain from taking any action in connection with the Platform that would result in that User or Crowdz being in breach of any Applicable Law. 7.9 Each User shall promptly (and in any event within one Business Day) notify Crowdz of any breach by that User of any provision of any Platform Agreement or the occurrence or existence of any event or circumstance that is likely to result in a breach by that User of any provision of any Platform Agreement. 8 User Material 8.1 Each User represents and warrants that, at the time that it provides any User Material: (a) it is the sole owner of that User Material or, if it is not, that it has the authority of the owner and any other person with any rights or interest in that User Material to provide such User Material and to provide the authorisation and grant the licence set out in Clause 6.7; and (b) that User Material is true, complete, up-to-date and not misleading in any way. 8.2 Crowdz has no obligation to check whether any User Material is true, complete, up-to-date and not misleading in any way and Crowdz has no responsibility or liability in respect of any User Material that does not meet these criteria. 8.3 Each User shall promptly notify Crowdz if any User Material provided by that User was not, or is no longer, true, complete, up-to-date and not misleading in any way. If Crowdz is notified that any User Material does not meet these criteria, Crowdz will contact the relevant User to discuss resolving the non-satisfaction of these criteria. 9 Indemnity 9.1 Each User shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by that User to comply in full with these Terms and Conditions. 9.2 The indemnity in this Clause 9 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the relevant User. 9.3 No User shall have any obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 9 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or willful default. 10 Exclusion of liability 10.1 Each User acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to: (a) the suitability of the Platform for use by the User and its satisfaction of any requirements the User may have; (b) the use of the Platform by any other person; (c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or any Application or transaction contemplated by the Platform Agreements; (d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 12 (Confidentiality)); (e) whether any information provided or made available by any person in relation to the Platform or any Application or transaction contemplated by the Platform Agreements is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available; (f) whether any action taken by any person in relation to the Platform or Application or any transaction contemplated by the Platform Agreements has been duly authorised and is within the capacity and power of that person; or (g) the legal, valid, binding and enforceable nature of these Terms and Conditions, any Purchaser Agreement, any Seller Agreement or any other document relating to the Platform or Application or any transaction contemplated by the Platform Agreements. 10.2 Crowdz shall have no liability to any User or any other person for any liability, damage, loss, cost or expense suffered or incurred by a User or any such person arising out of or connected with any: (a) unavailability of the Platform or any functionality of the Platform; (b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform; (c) bugs, viruses, trojans or any other malicious or harmful components on the Platform; (d) restriction on that User’s access to, or use of, the Platform; (e) failure by the Platform to meet that User’s needs or expectations; (f) breach by any User of any provision of these Terms and Conditions or any other Platform Agreement; or (g) matters outside of Crowdz’s control (including any Force Majeure Event). 10.3 The exclusion of liability in this Clause 10 will not apply: (a) to any liability, damage, loss, cost or expense suffered or incurred by a User solely and directly as a result of Crowdz’s fraud, gross negligence, or willful default; or (b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz. 10.4 Each User agrees that: (a) Crowdz shall in any event have no liability for: (i) any indirect or consequential loss; or (ii) any loss of profit, loss of reputation or loss of goodwill, regardless of whether such loss was foreseeable or notified to Crowdz; and (b) Crowdz’s aggregate liability to a User (whether in contract, tort or otherwise) will not exceed USD 5,000. 11 Communications 11.1 A Any communication to be made under or in connection with these Terms and Conditions between the Parties shall be made in writing and, unless otherwise stated, may be made by email or, if available, via the Platform’s messaging system. 11.1 B Any communication to be made under or in connection with these Terms and Conditions between Platform Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form. 11.2 Any communication or document made or delivered by the User under or in connection with these Terms and Conditions will only be effective: (a) if by way of email, when actually received (or made available) in readable form; or (b) if by way of the Platform’s messaging system, when actually received (or made available) in readable form, and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 11, if addressed to that department or officer. 11.3 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 11. 11.4 Any communication or document which becomes effective, in accordance with Clause 11.2 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 11.5 Any communication to be made between Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form. 11.6 Crowdz and any other recipient shall be entitled to rely on any communication sent (or purported to be sent) by the User, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any other recipient shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the User. 12 Confidentiality 12.1 Crowdz and each User agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 12.2 and 12.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 12.2 Crowdz or a User may disclose Confidential Information: (a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners; (b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or (c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes, provided that: (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and (ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c). 12.3 Crowdz may additionally disclose Confidential Information to any person: (a) who provides or may provide any goods or services to Crowdz in connection with the Platform or Application or any transactions contemplated by the Platform Agreements; or (b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or Platform Agreement and to any of that person’s affiliates and professional advisers, provided that: (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and (ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements. 13 Data protection Crowdz and each User must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (UK), and US state and federal regulations) in relation to the access and use of the Platform and the performance of any transactions contemplated by these Terms and Conditions. 14 Crowdz 14.1 Agora Intelligence, Inc., dba Crowdz is incorporated in California, with its headquarters located at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008 United States. 14.2 Crowdz is not authorized or regulated by the Financial Conduct Authority or the Prudential Regulation Authority (UK) and is not a regulated financial service (US). 14.3 Except as expressly stated in any Platform Agreement, the acceptance of these Terms and Conditions, the entry into and performance of any Platform Agreement and the access and use of the Platform does not and is not intended to create or constitute or otherwise give rise to any agency, trust or fiduciary relationship between Crowdz and a User and Crowdz shall have no obligations to any User other than as set out in a Platform Agreement. 15 Amendments and waivers 15.1 Crowdz reserves the right to amend these Terms and Conditions (or any Amended Terms and Conditions) at any time and from time to time subject to providing 5 Business Days’ prior written notice (an Amendment Notice) to each User of the amended terms and conditions (the Amended Terms and Conditions) in accordance with Clause 11 (Communications). 15.2 The Amended Terms and Conditions shall be effective immediately on the expiry of the relevant notice period specified in Clause 15.1, which period shall start on and include the first Business Day after the date of the relevant Amendment Notice. Following any amendment of these Terms and Conditions or of any Amended Terms and Conditions pursuant to Clause 15.1, any reference in these Terms and Conditions to “these Terms and Conditions” shall be construed as a reference to the relevant Amended Terms and Conditions. 15.3 The Terms and Conditions applicable at any given time are available on the Platform or on request and at https://crowdz.io/legal.php and Users are advised to review the current Terms and Conditions on a regular basis. 16 Partial invalidity If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 17 Remedies and waivers No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under these Terms and Conditions shall operate as a waiver of any such right or remedy or constitute an election to affirm these Terms and Conditions. No election to affirm these Terms and Conditions by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law. 18 Third Party Rights No person other than Crowdz or a User has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of these Terms and Conditions. 19 Governing law and jurisdiction 19.1 These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by English law in the United Kingdom and Californian law for Users originating in the United States. 19.2 Crowdz and Users not originating in the United States agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute with those Users arising out of or in connection with these Terms and Conditions (including a dispute relating to any non-contractual obligation arising out of or in connection with these Terms and Conditions). Crowdz and Users originating in the United States agree that the courts of California, County of Santa Clara, shall have jurisdiction over the parties in any action at law relating to the subject matter or the interpretation of these Terms and Conditions. 19.3 Crowdz and User, where originating outside of the United States, agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary. Crowdz and Users originating within the United States agree that the courts of California, County of Santa Clara, are the most appropriate and convenient courts to settle disputes and will not argue to the contrary. 19.4 Without prejudice to any other mode of service allowed under any relevant law, the User, if originating outside of the United States (unless the User is incorporated in England and Wales): (a) agrees to appoint within five (5) Business Days of the execution of these Terms and Conditions an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and (b) agrees that failure by a process agent to notify the User of the process will not invalidate the proceedings concerned. Schedule 1 Definitions and interpretation Part 1 Definitions 1.1 In these Terms and Conditions: Amendment Notice has the meaning given to it in Clause 15.1. Amended Terms and Conditions has the meaning given to it in Clause 15.1. Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with. Authorized Person means any individual who is authorized to act on behalf of a User in connection with the Platform, including to accept these Terms and Conditions on behalf of that User. Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London. Confidential Information means all information relating to Crowdz or any User in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz or a User of Clause 12 (Confidentiality and data protection); (b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or (c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. Dollars or USD means the lawful currency of the United States of America. Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third-party communications network failures. GAAP means, in respect of any User, generally accepted accounting principles in the jurisdiction of incorporation of that User. Indemnified Person means each of Crowdz’s: (a) affiliates, directors, officers, employees or agents; and (b) affiliates’ directors, officers, employees and agents. Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step: (a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis); (b) a composition, compromise, assignment or arrangement with any of its creditors; (c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganization); or (d) the enforcement of any security or encumbrance over any of its assets, any analogous procedure or step in any applicable jurisdiction. Insolvent means, in respect of any person, any of the following: (a) it is unable, or admits or has admitted its inability, to pay its debts as they become due; (b) it has suspended or threatened to suspend making payments on any of its debts; (c) there are undischarged Insolvency Proceedings against it; (d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP; (e) a moratorium has been declared in respect of any of its indebtedness; or (f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt. Intellectual Property Rights means any rights, title, benefit and interest in and to patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Platform has the meaning given to it in Clause 1.1. Platform Agreement means, in respect of any User: (a) these Terms and Conditions; (b) any Seller Agreement or Purchaser Agreement; and (c) any other agreement designated as a Platform Agreement by that User and Crowdz. Purchaser Agreement means, in respect of a User, the purchaser agreement entered into between that User and Crowdz. Registered User means any User that Crowdz has confirmed as being registered in accordance with Clause 4 (Confirmation of Registration). Registration Information means, at any given time, the information requested on the Platform login page when a User wishes to access the Platform for the first time. Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority. Sanctions Authority means, in respect of any User: (a) the United States government; (b) the United Nations; (c) the European Union; (d) the United Kingdom; or (e) the jurisdiction of incorporation of that User, including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT). Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including: (a) the Consolidated United Nations Security Council Sanctions List; (b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC; (c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and (d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT, each as amended, supplemented or substituted from time to time. Seller Agreement means, in respect of a User, the seller agreement entered into between that User and Crowdz. User means a company using the Platform for any of its functions. User Material means, in respect of a User, any and all information, documentation or material provided by or on behalf of that User to Crowdz or any other User in connection with the Platform and the transactions contemplates by the Platform Agreements. Part 2 Interpretation 1.1 Unless a contrary indication appears, a reference in these Terms and Conditions to: (a) Crowdz or any User shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions or any Platform Agreement; (b) these Terms and Conditions, a Platform Agreement or any other agreement or instrument is a reference to these Terms and Conditions, that Platform Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated; (c) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (d) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; (e) a provision of law is a reference to that provision as amended or re-enacted; (f) the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; and (g) the words other and otherwise shall not be construed ejusdem generis with any preceding words where a wider construction is possible. 1.2 Any reference in these Terms and Conditions to a Clause or Schedule is a reference to a clause of, or schedule to, these Terms and Conditions. Clause and Schedule headings are for ease of reference only.
UPDATED ON APRIL 22, 2015
 

Sellers

Agreement Summary

By accessing and using Crowdz’s services through your Seller Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the “Terms”). If the law or our functionality changes and affects the services we are able to offer you through your Seller Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Seller Account. Unless you have agreed otherwise in writing with Crowdz, these Terms govern your use of our services through your Seller Account. You and Crowdz may be referred to throughout these Terms individually as a “Party” and collectively as the “Parties”.

Section 1: DEFINITIONS

1.1 Definitions.

(a) “Seller Request” is a request you submit to Crowdz to create a deal, or Offer (Crowdbuy or Flashbuy), to sell your product or service through Crowdz’s Crowdz marketplace (“App or Online Site). The terms of the Seller Request are specified and submitted by you in accordance with Section 3.1; (b) “product/service” that evidences a customer’s purchase of an Offer and contains the terms of, and unique redemption information for, such Offer;(c) “the amount paid,” for the product/service means the amount that a purchaser pays for a product/service; (d) a product/service’s “Promotional Value” is the unpaid portion of the service’s value in excess of the amount paid. (For example, if a purchaser pays $10 for a service with a $25 Full Offer Value, that service’s Promotional Value would be $15); (e) a product/service’s “Full Offer Value” means the full value of the service for which the holder of a certificate will be able to redeem it on or before the Promotional Value Expiration, and is equal to the sum of its Promotional Value plus its amount paid; (f) as applicable, a service’s “Promotional Value Expiration” is the date and time after which a service’s Promotional Value may no longer be used (unless otherwise required by law), and after which time and date, the service may only be redeemed for its amount paid unless refunded in accordance with Crowdz’s Reward Disclaimer and applicable law; (g) “Sales Period(s)” means the date (or dates) and period (or periods) of time an Offer (Crowdbuy or Flashbuy) will be available for purchase as specified in Section 3.1.

Section 2: Crowdz SELLER ACCOUNT

2.1 Seller Account.

In order to use certain services, you are required to be registered with a special account through Crowdz (your “Seller Account”). Your Seller Account will facilitate your use of various Crowdz services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with Crowdz. You are responsible for maintaining the confidentiality of your Seller Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Crowdz of any unauthorized use of your password or Seller Account or any other breach of security related to the App or website. Crowdz is not and will not be liable for any loss or damage arising from your failure to manage your Seller Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorized Crowdz personnel. In addition to the other rights set forth herein, Crowdz reserves the right to refuse service and/or access to the App or website to you or any other merchant(seller) at any time without notice for any reason. When using your Seller Account and the App or website directly, or indirectly via an authorized agent, to submit and manage other deals, you accept and comply with certain terms and conditions applicable to merchants. Crowdz may offer certain optional features or functionalities within your Seller Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.

2.2 Merchant Center.

The Merchant Center is the section of your Seller Account (in contrast to any individual user account you may maintain) where Merchants may directly, or indirectly through an authorized employee or representative, access information about past Offers that have run through the Program and manage Active Offers. You may use your Seller Account to submit a request to launch a new Offer through a Program and suspend or stop a particular Active Offer (Crowdbuy or Flashbuy). Within the redemption section of your Seller Account, you may also submit product/service redemption data for your Offers and download lists of deal codes.

Section 3: PROGRAM PARTICIPATION AND YOUR OFFER

3.1 Creation of Offers.

By participating in the App, you shall define the conditions of, and may supply the content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, an Offer through your Seller Account. Submission of an Offer does not obligate Crowdz to accept the Offer or any of its contents nor to promote the Offer, and is not binding on Crowdz until Crowdz actually promotes the Offer on the App. At the point Crowdz begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an “Active Offer” during such Sales Period(s) unless Crowdz earlier terminates the Offer for any or no reason. You are responsible and liable for all Offer content and terms, and for Crowdz’s or any purchaser’s use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.

3.2 Promotion of Offers.

If Crowdz accepts your Offer, Crowdz may promote the Offer using any method and through any medium that Crowdz deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Crowdz. Crowdz further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. Crowdz will promote your Offer to Crowdz customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of product/services that may be offered through an Offer, Crowdz will use all commercially reasonable efforts to stop promoting your Offer accordingly.

3.3 Distribution of Certificates.

Once Crowdz has received payment from a purchaser of the amount paid, Crowdz will authorize for use, and make a certificate available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The certificate will include any restrictions or limitations on the use of the certificate you have specified in the Offer. Purchasers, or their authorized transferees, may then redeem the Offer by presenting their certificate to you as printed certificate, through their mobile devices, or any other media that Crowdz has adopted for certificate redemption.

3.4 Responsibility for Offer and Product/services.

You acknowledge that you are the seller of your Offer and the issuer of the product/services. You also are responsible and liable for: (a) the decision to make your Offer available through the Crowdz services; (b) fulfilling your Offer with respect to all product/service holders; (c) supplying and shipping all goods and/or services specified in the Offer; (d) handling any and all returns, exchanges, complaints, disputes, or refunds from customers.

3.41 Inventory for Product.

The merchant is responsible for all shipments of products to the customer and manages shipment for inventory to and from the customer. Crowdz does not hold the inventory but sellers must manage inventory and sell those items which they current inventory, maintain on in house EOQ levels, or have verifiable open PO’s. Sellers are to operate in a drop ship model, where all product is picked, packaged and shipped from seller (or sellers agents) directly to Crowdz customer ship to address on record. Terms of returns should be spelled out by the seller and the seller deals directly with customer for returns. Once the deals are returned to the seller they authorize Crowdz to adjust payment if needed (debit/credit) ensuring return costs are covered by the seller.

3.5 Redemption Obligations.

You shall comply with your obligations specified in these Terms, the Offer and other obligations regarding the use of your Seller Account. In addition, when redeeming deals, you shall: (a) honor the deal during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the deal; (c) honor any certificate presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the certificate or, (ii) you reasonably believe that individual obtained the product/service in an unauthorized or illegal manner, in which case you shall immediately contact Crowdz and explain the circumstances; and (d) comply with the terms and conditions stated on the deal without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the deal. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer (“Fine Print”) in the Offer, and Crowdz shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.

3.6 Your Third Party Merchants.

You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a “Third Party Merchant”). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.

3.7 License to Your Content.

You hereby grant Crowdz a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Crowdz in your Seller Account or otherwise use to describe your Offer (“your Content”) in any and all media or formats in connection with Crowdz’s fulfillment of its rights and obligations under these Terms, including the promotion of Offers and distribution of product/services.

3.8 Press Release.

Crowdz may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a merchant. Press releases will be reviewed by both parties to insure agreeable satisfaction of the desired message by both parties. Crowdz agrees to work with Seller(s) to produce and distribute press releases and in some instances will make requests of sellers to share in the costs associated with producing and distributing such methods of marketing

Section 4: PAYMENT TERMS

Payment terms governing your Offer are as set forth below, unless you have a separate written agreement with Crowdz expressly modifying the terms of your payment under a particular Program. Payment terms for any non-Program Offers are contained in the applicable contract you entered with Crowdz by accepting the terms and conditions governing your Seller Account or otherwise. Unauthorized Redemptions will not be considered Now Validated Redemptions. Crowdz will pay you the Now Remittance Amount for all then-Now Validated Redemptions (the “Now Aggregate Net Amount”). Crowdz will establish the Now Aggregate Net Amount due for a particular deal following the applicable deals’ promotional expiration, and will arrange for payment of for any Now Aggregate Net Amounts due in such form and on such a schedule as will be communicated at the time the Offer is established.

Current rates include the following:

Sellers pay $0.99 per buyer transaction and 5% of the value (revenue value) of each completed and paid transaction. These fees will be deducted automatically prior to Seller receiving payment for the goods and or services sold via the Crowdz APP or website. For Crowd Buys, Sellers are paid at the lowest price once the Crowdbuy closes and the difference between the price paid by customer and the final Crowdbuy price is reconciled within the app to the customers RewardZ account in the form of in-store Crowdz credits to be used for future purchases via Crowdz App or Website.

Section 5: TERM AND TERMINATION

5.1 Term.

These Terms are effective on the earlier of the date on which you first access the Merchant Center through your Seller Account, accept the Seller Account Terms, or submit an Offer. These Terms will remain in effect through the expiration of all current products and/or services and/or certificates’ amount paid or such earlier date as all products and/or services and/or certificates are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.

5.2 Termination.

Crowdz may terminate these Terms and suspend your access to the Seller Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Offer made by you through Crowdz’s programs and services; (b) you fail to redeem or cause the redemption of any deal to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these Terms or any other agreement you have with Crowdz, or (d) or otherwise misuse, repeatedly abuse Program guidelines or Crowdz standards that have been communicated to you in advance., or in any way engage in conduct, which in Crowdz’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Crowdz or any Crowdz customer.

5.3 Suspension of a Program Offer.

Notwithstanding anything herein to the contrary, you or Crowdz may cancel or suspend a Program Offer through your Seller Account for any or no reason.

5.4 Obligations Upon Termination; Survival of Relevant Provisions.

Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid deal, Crowdz’s obligation to pay you for validly redeemed product/services, or modify or eliminate your obligation to redeem any valid deal pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

Section 6: REPRESENTATIONS AND WARRANTIES

6.1 By Both Parties.

Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.

6.2 By you.

You represent and warrant to Crowdz that: (a) you and any Third Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to the terms and presentation of the deal; and (ii) will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply to the redemption of the deal or the supplying of goods or services; (b) your Content, your representations about your business, and your redemption process for deal, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein; (d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.

6.3 NO FURTHER REPRESENTATIONS.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Crowdz DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. Crowdz MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APP OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY Crowdz (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE APP AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY Crowdz AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS.

Section 7: INDEMNIFICATION

7.1 You, at your sole cost and expense, shall defend, indemnify and hold Crowdz, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, “Claims”) from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) (collectively, “Losses”) arising out of or relating to any of the following: (a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a deal; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding deal, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (f) your Content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

7.2 By Crowdz.

Crowdz, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) Crowdz’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Crowdz (excluding Crowdz’s use of materials provided or authorized for Crowdz’s use by, you).

7.3 Indemnification Process.

The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Crowdz is the indemnifying Party, Crowdz shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Crowdz’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS

8.1 General.

You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the product/services, comply with any and all state, federal and local laws, rules regulations, and orders, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern false, unfair and deceptive practices, product/services, gift cards, coupons, certificates and/or gifts (collectively “Laws”). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all of Crowdz’s Program requirements and product -specific policies applicable to product/services (“Rules”), which Rules may require you to do more than the Laws alone might mandate.

8.2 Health and Safety.

You represent and warrant that all good or services provided in connection with any Offer are safe and comply with all applicable Laws regarding health and safety, fire, and hygiene standards (collectively, “Health Laws”). At Crowdz’s request, you will promptly provide copies of any applicable facility operating license(s), or similar credentials or documents evidencing your and your facility(ies) compliance with the Health Laws. You shall ensure that your facilities and operations remain in compliance with all applicable Health Laws during the term of these Terms. Crowdz reserves the right to immediately terminate its relationship with you, and to refuse to promote your Offer, if it believes you do not fully comply with any or all applicable Health Laws.

8.3 Authorization Documents.

You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if Crowdz has accepted a particular Offer, Crowdz shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the Crowdz services.

8.4 Regulatory Documents.

You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide Crowdz with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions (“Regulatory Documents”). Even if Crowdz has accepted the Offer, Crowdz shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the Site and through the Crowdz services.

Section 9: CONFIDENTIALITY

9.1 Confidential Information.

Each Party agrees that (i) the terms set forth in a Seller Account are confidential, (ii) any information designated by the other Party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.

9.2 Obligation.

Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

9.3 Irreparable Harm.

Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.

Section 10: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA

10.1 Crowdz IP.

You acknowledge that Crowdz owns all right, title, and interest, including all intellectual property rights, in the Crowdz Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Crowdz to develop, promote, market, sell, generate, or distribute Offers and product/services and otherwise perform under these Terms (collectively the “Crowdz IP”). With respect to any Offer, you may use {{ app_name }}’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use Crowdz’s branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. Notwithstanding the above, you shall not use or display the Crowdz IP in any manner that states or implies that Crowdz has endorsed or approved the Offer or your products or services. Any use of Crowdz IP shall comply with any {{ app_name }} usage guidelines posted on the Crowdz Site or provided to you from time to time. All goodwill and improved reputation in respect of and associated with the Crowdz IP shall inure to the sole benefit of Crowdz. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any Crowdz IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Crowdz IP without the express written consent of Crowdz. You shall not translate, reverse engineer, decompile or disassemble the Crowdz IP. Crowdz has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

10.2 Customer Data.

You acknowledge that Crowdz owns all data collected by, or on behalf of, Crowdz pursuant to these Terms, including all information and data of individuals who may or do purchase product/services (“Customer Data”). Subject to applicable Laws and in accordance with Crowdz’s policies and procedures, Crowdz shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the product/services, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the product/service, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by Crowdz, you may not use Customer Data for any purpose other than to redeem the product/services and service the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Crowdz’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Crowdz, and shall cooperate with Crowdz in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by Crowdz to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by Crowdz, destroy or return to Crowdz all the Customer Data in your or your Third Party Merchants possession.

Section 11: LIMITATIONS OF LIABILITY; INSURANCE

11.1 LIMITATION OF Crowdz’S LIABILITY.

Crowdz’S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY Crowdz PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL Crowdz BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, FRAUD, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY PRODUCT/SERVICE OFFERED UNDER THE APPLICABLE OFFER MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE PRODUCT/SERVICE AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.

11.2 NO CONSEQUENTIAL DAMAGES.

EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

11.3 Insurance.

You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon Crowdz’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Crowdz will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

Section 12: BINDING ARBITRATION

12.1 Binding Arbitration.

The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the Offer shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Crowdz; (c) the arbitrator shall apply California Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Crowdz’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Crowdz will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Crowdz shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.

Section 13: MISCELLANEOUS

13.1 Electronic Communications and Notices.

You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from {{ app_name }} in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Crowdz provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Seller Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Seller Account, and in Crowdz’s case, to Crowdz Intelligence, Inc., at Crowdz.io

13.2 Force Majeure.

Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

13.3 Relationship of the Parties.

The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way. Crowdz is not a vendor or co-vendor of your goods and services.

13.4 Agreement.

These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties. In the event of a conflict between these Terms and the terms of your Offer, these Terms shall govern.

13.5 Interpretation.

The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

13.6 Invalidity of a Provision.

If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.

13.7 Waivers.

One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

13.8 Assignment.

You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Crowdz’s prior written consent, and any attempt to do so shall be void and unenforceable.

13.9 Successors and Assigns; No Third Party Beneficiaries.

These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except as expressly set forth herein or in a particular Offer.

UPDATED ON APRIL 22, 2015
 

Funders

Agreement Summary

These Terms of Use (“Terms”) govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the “Services”) made available in the United States and its territories and possessions by Agora Intelligence, Inc. and its subsidiaries and affiliates. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words “including” and “include” mean “including, but not limited to.”

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Crowdz. If you do not agree to these Terms, you may not access or use the Services. Crowdz may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Crowdz may amend the Terms related to the Services from time to time. Amendments will be effective upon Crowdz’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

2. THE SERVICES

The Services constitute a technology platform that enables users (Leaderz) of Crowdz’s mobile applications or websites provided as part of the Services (each, an “Application”) for Leaderz to use to bring on referrals (both sellers and buyers) and earn a commission of 1 percent for the next 2 years on all transactions from the referred, provided that the referred acknowledges referral upon signing on as a user. YOU ACKNOWLEDGE THAT Crowdz DOES NOT PROVIDE SALES SERVICES OR FUNCTION AS A SALES ENTITY FOR THE Leader.

LICENSE.

Subject to your compliance with these Terms, Crowdz grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Crowdz and Crowdz’s licensors.

RESTRICTIONS.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Crowdz; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

THIRD PARTY SERVICES AND CONTENT.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Crowdz does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Crowdz does not endorse such third party services and content and in no event shall Crowdz be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

OWNERSHIP.

The Services and all rights therein are and shall remain Crowdz’s property or the property of Crowdz’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Crowdz’s company names, logos, product and service names, trademarks or services marks or those of Crowdz’s licensors.

3. YOUR USE OF THE SERVICES

USER ACCOUNTS.

In order to use most aspects of the Services, you must register for and maintain an active personal Leader user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Crowdz certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card, accepted payment partner, or bank deposit information). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Crowdz’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Crowdz in writing, you may only possess one Leader Account.

USER REQUIREMENTS AND CONDUCT.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive or participate in services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no selling or referring those who sell illegal items or services). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

PROMOTIONAL CODES.

Crowdz may, in Crowdz’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Crowdz establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Crowdz; (iii) may be disabled by Crowdz at any time for any reason without liability to Crowdz; (iv) may only be used pursuant to the specific terms that Crowdz establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Crowdz reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Crowdz determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

USER PROVIDED CONTENT.

Crowdz may, in Crowdz’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Crowdz through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Crowdz, you grant Crowdz a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Crowdz’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Crowdz the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Crowdz’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Crowdz in its sole discretion, whether or not such material may be protected by law. Crowdz may, but shall not be obligated to, review, monitor, or remove User Content, at Crowdz’s sole discretion and at any time and for any reason, without notice to you.

NETWORK ACCESS AND DEVICES.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Crowdz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

After you have received or participated in Leader services or goods obtained through your use of the Service, Crowdz will facilitate your payment of the applicable payment on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent. Payment of the Payments in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Payments will be inclusive of applicable taxes where required by law. Payments paid to you are final and non-refundable, unless otherwise determined by Crowdz.

All Leaderz will be paid on a bi-monthly basis (1st and 15th of each month). Payment will be made in the form of Rewardz, which can later be redeemed as real money deposited in a personal bank account via multiple payment avenues. These Rewardz can also be used as money to be used in the Crowdz.

UPDATED ON APRIL 22, 2020
 

Privacy Policy

CROWDZ MADE THIS FOR YOU. PLEASE NOTICE WHAT IT SAYS.

PRIVACY STATEMENT

This page is a letter to you from us, the team at Crowdz. It is written in plain language to be readable even if you are not a lawyer. It is called a “notice” because you are intended to notice what it says. By giving Crowdz information, whether through the Crowdz web page, software, or app, you are consenting to let Crowdz use that information sensibly and responsibly in connection with your relationship to Crowdz. That may seem obvious, but for good reasons, we want you to be aware. You are entitled to have notice from companies about how the companies interact with your information and protect your privacy. Companies like ours use information like yours, daily, to do a job. We agree with the activists and regulators who decided that companies should notify individuals like you about how your information is gathered and treated. Note: this notice will be revised from time to time.

WHO IS CROWDZ?

Crowdz is our company’s nickname. So that is what you call it: Crowdz. But its full given name is Agora Intelligence, Inc. dba Crowdz. (The “dba” bit just means the company is “doing business as” Crowdz. You know that one friend who always goes by their middle name? It is like that.)

Crowdz is a Silicon Valley, California startup, located at 51 E. Campbell Avenue, Suite 125, Campbell, California, in the U.S.A. It is a software company. It partners with other companies. Those partnerships help Crowdz’ software to do the thing it does, which we call the Crowdz Service.

WHY SHOULD I TAKE NOTICE?

Just like you do, we (the private individuals who make up the Crowdz team) sometimes wonder or forget how some random company got our name, personal email, or phone number. Crowdz does not want to be that company. So this page is meant to help you know what is going on. Because some companies benefit from incomplete transparency, the people trying to improve things now require companies like Crowdz to inform you (in a way that is likely to inform you) about how we use your information. If you are unlikely to notice what this says, then this is an ineffective notice.

WHO, ME?

Yes, you. If you are an individual natural person, that means you are more valuable than money, laws, or companies. So you have rights. (If you are a robot, skip this part. If you are unsure whether you are a robot, there is probably a captcha for that.)

WHAT IS MEANT BY “MY INFORMATION”?

When Crowdz says “your information,” we are referring to “Personal Information.” (For short, say “PI.” Some call it “Personally Identifiable Information,” or “PII”). PI is legalese for any information that could be used to personally identify the individual, i.e., you. Any PI is important for your privacy. You deserve to know what Crowdz might collect, why, and the basis on which Crowdz justifies keeping it and using it.

WHEN AND FROM WHERE DOES CROWDZ GET MY INFORMATION?

If you interact with Crowdz, Crowdz almost certainly has some information from and about that interaction. If you are reading this, you probably interacted with Crowdz in one of a few ways, maybe in a professional capacity. For instance, if you exchanged business cards with a Crowdz team member at a conference, we almost certainly entered the information you gave us into our customer relations management (“CRM”) software. Otherwise, you may have interacted with us through electronic means: by visiting or using one of our web pages, by visiting another company’s webpage that says “powered by Crowdz,” by directly using our app, or by electronically contacting us, such as by email.

IF YOU GAVE INFORMATION DIRECTLY, OFFLINE, IN-PERSON, OR BY MESSAGE

If a Crowdz team member received your information offline, such as in person, their procedure is to enter the information in the CRM, so we do not forget about you. In keeping with all the latest standards designed to protect your privacy, Crowdz made it impossible for its team members to save your information until they have included a note about how they received your information, and why we have the information. For instance, it might say “business card given at a conference, requested a demo.”

If you have a Crowdz team member’s contact information, such as a cell phone number or email address, PLEASE DO NOT directly message (e.g., text, email, “DM”, etc.) or tell sensitive information to Crowdz team members, no matter how excited you are to begin using the Crowdz service. Please do not send credit card information, bank or other financial account information, personal identification, tax or other government identification numbers, birthdates, or other such sensitive information directly to a Crowdz team member. Crowdz appreciates your enthusiasm and trust. One of the ways we protect you is by communicating through the proper channels, and building procedures that remove as much error as possible from the way we manage your information.

IF YOU VISITED CROWDZ ONLINE

Online web site visitors can be identified by their IP address. Collection of IP addresses is standard practice, and facilitates normal online management functions. Crowdz may also ascertain your location by your IP address.

Cookies, explained below, are the normal way that all your favorite websites interact with you. They make your life more convenient. They make your favorite companies better by allowing those companies to understand how people like you prefer to interact with their company web pages and products. Crowdz operates similarly.

On Crowdz web page(s), Crowdz currently uses only cookies from Google and Facebook. (If you use a browser that tracks cookies, you will see one from Facebook and four from Google: two YouTube and two from doubleclick.net, which is associated with Google Ads.) So if you visit our website, we will receive some of the information their cookies gather. Most information gathered is rather impersonal. But since some of it might be used to figure out who you are, we take precautions to treat it as PI.

Google says “A cookie is a small piece of text sent to your browser by a website you visit. It helps the website to remember information about your visit, like your preferred language and other settings. That can make your next visit easier and the site more useful to you. Cookies play an important role. Without them, using the web would be a much more frustrating experience.” Google says it uses cookies “for many purposes. We use them, for example, to remember your safe search preferences, to make the ads you see more relevant to you, to count how many visitors we receive to a page, to help you sign up for our services, to protect your data, or to remember your ad settings.” It explains more at the following address, which also has a link to their privacy policy. https://policies.google.com/technologies/cookies

Facebook’s cookie policy explains that “Cookies are small pieces of text used to store information on web browsers. Cookies are used to store and receive identifiers and other information on computers, phones, and other devices. Other technologies, including data we store on your web browser or device, identifiers associated with your device, and other software, are used for similar purposes.” They explain that they use such technologies “if you visit other websites and apps that use the Facebook Products (including the Like button or other Facebook Technologies). Cookies enable Facebook to offer the Facebook Products to you and to understand the information we receive about you, including information about your use of other websites and apps, whether or not you are registered or logged in.” You can read more about their cookies at the following address. https://www.facebook.com/policy/cookies/

Crowdz uses these cookies for the usual purposes: to better understand how people like you interact with our business, and to find ways to serve and communicate with people like you, and to improve the security, navigation ease, and any personalized attributes of your experience on our webpage. The information gathered is of the usual kind, such as what kind of browsers people like you use to view our web pages, how long people like you spend on a page, etc.

There are many ways you can use browser settings to disable cookies, and many online resources on how best to calibrate those settings to your preferences. Crowdz encourages you to disable cookies if cookies make you uncomfortable. However, if you disable cookies, you might experience a sub-optimal browsing experience whenever you come back to our website. California law entitles California residents to know how Crowdz responds to “Do Not Track” signal settings on browsers. Because no uniform technical standard has been developed, Crowdz does not currently respond to such signals.

IF YOU REGISTERED WITH CROWDZ

If you used a Crowdz web page to register for early access, Crowdz received the email address and stored it in a secure list that Crowdz uses to keep you updated. If you would like to be removed from the list you can simply contact us at https://crowdz.io/contact.php. Crowdz is not in the business of selling contact information or lists, and will never sell your email address. To manage the list on which you placed your email by signing up, Crowdz uses a secure third party CRM software platform and a third party secure email campaign administration company. California Civil Code Section 1798.83 permits you to request information about disclosure of your PI by Crowdz for third parties’ marketing purposes. However, Crowdz does not disclose information for this purpose under any circumstance.

If you onboard yourself to Crowdz’ software platform, whether on a computer or via the mobile app, Crowdz will be required to gather much more personal information. This is gathered in order to verify that you are who you say you are, that you work for the company you say you do, and that your employer or company authorizes you to use the Crowdz Service on your company’s behalf (in other words, as a representative or agent of your company). Crowdz needs to work with other companies as part of the Crowdz Service; the Crowdz Service is impossible without them. When you give your information to Crowdz, so you can receive the Crowdz Service, you agree to let Crowdz send (“disclose”) that information to the other companies with whom Crowdz works to provide you the Crowdz Service. Third parties involved in the Crowdz Service are multiple licensed secure payment processors, banks, and currency conversion services.

WHY CROWDZ COLLECTS PERSONAL INFORMATION & HOW CROWDZ USES IT

Crowdz is required to explain to you that we use your PI for legitimate business purposes. These purposes are what you would expect, so some of this next part might seem obvious. The way the law talks about this is that Crowdz must have a lawful basis for using your PI. Among the businesses you encounter every day, two of the most common forms of lawful basis are “consent” and “legitimate interests.” Consent means you permit Crowdz to have and use your PI. Legitimate interests means Crowdz can identify a lawful, reasonable business reason to have and use your PI.

TO INTERACT AND DO BUSINESS WITH YOU, CROWDZ NEEDS YOUR INFORMATION

Crowdz cannot provide the Crowdz Service without having, storing, and using your PI. Crowdz needs to identify you to provide customer service and to reply to your requests or feedback. Similarly, without having your PI, Crowdz could not respond to your requests or communications about possible business ventures, collaborations, proofs of concept, price quotes, or technical answers. Also, Crowdz may need to contact you to give you administrative information such as updates to the Crowdz Service or the terms. Crowdz also needs to keep your PI in order to obey the law, and to maintain our contractual relationship with you.

TO MARKET OUR PRODUCT TO YOU, CROWDZ NEEDS YOUR INFORMATION

Especially if you signed up for updates or early access, if you are an existing customer, or if you are an investor, Crowdz needs to keep and use your PI to contact you with marketing materials, company news and updates, and newsletters. Crowdz is always finding better ways in our startup to track concrete, intentional consent. Crowdz will keep your PI to contact you only where there is a legitimate business interest in keeping your PI to contact you.

CROWDZ NEEDS TO USE INFORMATION LIKE YOURS TO REPORT ON ITS BUSINESS

The Crowdz team spends a fair amount of effort understanding how to better serve users, like you, of the Crowdz Service. Sometimes this means information will be gathered internally to show trend reports. Much of this information will not be PI, or at least will not be identifiable as presented. For instance, if we know what country your small business (SME) is in, that might be classified as PI. Knowing how SMEs in your country use the Crowdz Service will help Crowdz better serve small businesses in your country.

Crowdz will sometimes anonymize and aggregate information that includes your PI. You will no longer be identifiable, so the aggregate information will not be PI. Crowdz can use and disclose this information for its business purposes.

YOUR INFORMATION HELPS CROWDZ PERSONALIZE THE CROWDZ SERVICE TO YOU

Crowdz may use your PI to identify you and differentiate you from other users of the Crowdz Service in order to personalize interactions with you, provide better service to you in particular, and improve your individual efficiency and profitability in using the Crowdz Service.

When applicable, Crowdz will seek your consent to offer these personalized services. Crowdz will always offer these personalizations in connection with a legitimate business interest. In other words, Crowds will offer you personalized services that are relevant to your business and your relationship with Crowdz.

YOUR INFORMATION MAY BE REQUIRED FOR BUSINESS AND LEGAL REASONS

Crowdz may need to use information that includes your PI in order to find ways to improve the Crowdz Service through data analysis and modeling. Crowdz may need to undergo audits, to make sure its internal processes are functional and compliant with the law. Without using PI of our customers, it would be impossible to prevent fraud and ensure security. The development of new or existing products may require us to use information that could be used to identify who you are. Crowdz will use information, sometimes including PI, to fine tune the Crowdz Service and the way we communicate about that service to people like you. This also applies to expanding the Crowdz Service based on what we learn about how you most prefer to use the Crowdz Service.

WHERE DOES CROWDZ STORE MY INFORMATION?

Crowdz stores all of its data in secure servers in the cloud. Crowdz obviously does not have control of what you do with your own login information. Please keep your password or other login information confidential. Please do not use one login for more than one person, employee, or coworker. Unfortunately no internet transmission of information is entirely secure. When you send Crowdz information, Crowdz cannot be responsible for its security until it is on Crowdz’ servers. Crowdz takes appropriate and extensive measures to protect the security of your PI, but Crowdz cannot guarantee that your PI will never be disclosed, altered, or destroyed in some way inconsistent with this notice.

Crowdz is a United States company with a subsidiary in the United Kingdom. Most of the business is operated in the United States, by a team that telecommutes between California and other states. Most information we receive enters the United States, whether or not it originates in another place.

Note that Crowdz is a blockchain-technology based company. The blockchain is a transparent, immutable (unchangeable), distributed ledger. During design phase of the software underlying the Crowdz Service, measures were taken to ensure that none of your PI will be logged to the blockchain. Your use of the Service will be logged to the distributed ledger, but you will not be personally identifiable by the information Crowdz logs to the blockchain.

DOES CROWDZ DISCLOSE OR SHARING MY INFORMATION?

Crowdz’ subsidiary, Crowdz UK, mutually shares information. So your PI may be shared with one or the other.

Third party companies will receive your information if you have engaged with Crowdz. As mentioned above, third party companies have cookies on our webpages. Third party payment processors, banks, and financial services are integral to the portion of the Crowdz Service that provides multiple payment processor options. The third party cloud server company, CRM company, email list administrator, receive your information only as needed and in compliance with relevant privacy laws and Crowdz’ privacy policy, which is reflected in this notice. If you send an invoice through the Crowdz Service, the information in the invoice, including PI, will be sent to your recipient. Your PI may also be shared with a third party invoice purchaser should you choose to seek trade finance. Of course our employees, contractors, and the like will have access to your PI, and will operate according to strict rules designed to protect your privacy. If Crowdz should be acquired, your PI will be acquired by the acquiring company. Crowdz is not responsible or liable for the privacy policies or practices of third party companies, but Crowdz holds high standards for the privacy compliance of its third party parters.

HOW LONG DOES CROWDZ RETAIN MY INFORMATION?

Crowdz will keep your PI for at least the minimum amount of time sensible for carrying out the contractual relationship between you and Crowdz. Crowdz may also keep the information longer if it is necessary for records, like for taxes or audits. Crowdz may also keep your PI as legally advisable for litigation or regulatory inspections.

YES YOU CAN

If you would like to access, correct or change, or delete your PI, please contact us using the Contact page on our website. Our data protection officer is in-house at our Campbell, California office as of this notice. We will respond to your request in accordance with the applicable laws. More importantly, Crowdz will do its best to accommodate your right to access, correction, and deletion. Please understand that some PI may not be legally deleted, such as records of transactions that need to be available for audit.

UPDATED ON MAY 5, 2020.

Platform Users

Crowdz Platform Terms and Conditions 1 Terms and conditions 1.1 Agora Intelligence, Inc., dba Crowdz (Crowdz) owns and operates an electronic platform for the sale and purchase of Receivables between Users (the Platform). Crowdz shall be entitled to offer the same Platform as a process for Users to apply for third-party services (Application). 1.2 These terms and conditions (these Terms and Conditions) set out the terms and conditions on which a User shall be entitled to access and perform certain actions on the Platform. These Terms and Conditions are in addition to any terms and conditions agreed between Crowdz and a User pursuant to any other Platform Agreement, provided that these Terms and Conditions shall prevail if there is any inconsistency between these Terms and Conditions and the terms and conditions of any other Platform Agreement. 1.3 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by these Terms and Conditions and any other Platform Agreements and performing any of its obligations under or in connection with these Terms and Conditions and any other Platform Agreements. 1.4 Any affiliate falling within the scope of Clause 1.3 shall be entitled to rely on and enforce the terms of these Terms and Conditions as if any reference in these Terms and Conditions to “Crowdz” is a reference to that affiliate. 1.5 By a User accepting these Terms and Conditions in accordance with Clause 3 (Acceptance and Registration), that User agrees that these Terms and Conditions form a legal, valid, binding and enforceable contract between that User and Crowdz. 2 Definitions and interpretation 2.1 Defined terms used in these Terms and Conditions have the meaning given to them in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation). 2.2 The principles of interpretation and construction set out in Part 2 (Interpretation) of Schedule 1 (Definitions and interpretation) shall apply to these Terms and Conditions. 3 Acceptance and Registration 3.1 In order to access the Platform for the first time, a User must: (a) provide the Registration Information; and (b) accept these Terms and Conditions. 3.2 A User accepts these Terms and Conditions by an Authorised Person clicking “I Accept”, “I accept, get started” or any equivalent acceptance wording in respect of these Terms and Conditions on the Platform login page. On acceptance of these Terms and Conditions, a User represents and warrants that: (a) the individual accepting these Terms and Conditions on behalf of that User was an Authorised Person as at the time of acceptance; (b) the Registration Information provided by it is true, complete, up-to-date and not misleading in any way; (c) it is bound by these Terms and Conditions effective immediately on and from such acceptance and these Terms and Conditions constitute its legal, valid, binding and enforceable obligations; (d) its electronic acceptance of these Terms and Conditions is effective as if signed under hand by that User and evidences its express intention to be bound by these Terms and Conditions; (e) it is a corporate entity with legal personality, duly incorporated and validly existing in its jurisdiction of incorporation; (f) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and Conditions and the transactions contemplated by these Terms and Conditions; (g) it is acting solely for its own benefit and not as agent, trustee or in any other capacity for the benefit of any third party; and (h) it is not Insolvent or subject to any Insolvency Proceedings. 3.3 Each User acknowledges and agrees that Crowdz has the right to: (a) use the Registration Information provided by that User in order to carry out its “know your customer” or any other similar checks and any other checks and processes that Crowdz is required or deems necessary to carry out for the purpose of registering new Users to the Platform; (b) request any additional information that Crowdz requires in order to carry out these checks or processes and that Crowdz shall not (unless otherwise agreed) complete the registration of that User until the requested information has been provided; and (c) use third parties to perform any or all of these checks and processes if deemed reasonable and appropriate by Crowdz. 3.4 Each User represents and warrants at the time that any additional information is provided that any additional information provided by or on behalf of that User in connection with Clause 3.3 is true, complete, up-to-date and not misleading in any way at the time that it is provided. 4 Confirmation of Registration 4.1 Crowdz shall be entitled in its sole discretion to approve or deny the registration of any User. If Crowdz is willing to register a User, Crowdz will provide or confirm login credentials for that User to access and use the Platform, consisting of an email address and password. The provision or confirmation of login credentials to a User shall constitute confirmation that such User is a Registered User. 4.2 Each User must ensure that any login credentials provided or confirmed by Crowdz for the purpose of accessing and using the Platform are kept confidential and are disclosed to, and only used by, Authorised Persons. If a User knows or suspects that its login credentials have been disclosed to any person who is not an Authorised Person, or that its login credentials have been or may be used in a manner not authorised by that User, it shall immediately notify Crowdz and Crowdz will promptly revoke those login credentials. 4.3 Each User must promptly notify Crowdz: (a) of any amendment or replacement of any of its Registration Information or any additional information provided by that User to Crowdz pursuant to Clause 3.3; and (b) upon becoming aware that any Registration Information or any additional information provided by it was not, or is no longer, true, complete and up-to-date or was or has become misleading. 4.4 Each User acknowledges and agrees that Crowdz has the right to carry out the checks and processes referred to in Clause 3.3 following any notification to Crowdz pursuant to Clause 4.3 and authorises Crowdz to do so in accordance with Clause 3.3. Crowdz may in its sole discretion restrict a User’s access to and use of the Platform while these further checks and processes are being carried out. 5 Entry into additional Platform Agreements 5.1 Following confirmation that a User is a Registered User, that User may request to enter into one or more Platform Agreements or Applications and to be designated as a Platform Seller or Platform Purchaser, both (as applicable), or Applicant for a third-party service. Entry into any additional Platform Agreement is in Crowdz’s absolute discretion and each User acknowledges and agrees that confirmation that such User is a Registered User does not impose any obligation on Crowdz, or any right for that User, to enter into any additional Platform Agreements or Applications. 5.2 Crowdz shall have the right to request any additional information that it deems necessary or desirable in connection with the entry by a User into any additional Platform Agreement or in connection with any available Application. 5.3 The terms of any additional Platform Agreement are additional to these Terms and Conditions and, in the event of any inconsistency between these Terms and Conditions and any Platform Agreement, Clause 1.2 shall apply. 6 Licence and Intellectual Property Rights 6.1 Effective on and from Crowdz’s confirmation that a User is a Registered User, Crowdz grants that User a limited, revocable, non-exclusive, non-transferable, licence to access and use the Platform in accordance with these Terms and Conditions and any Platform Agreement. No User shall assign or transfer or purport to assign or transfer any of its rights in respect of this licence, nor grant or purport to grant any sub-licence, to any third party. 6.2 Crowdz may at any time and in its sole discretion restrict a User’s access to and use of the Platform and may limit or revoke (in part or in full) any licence granted to that User pursuant to these Terms and Conditions, in each case by notice to that User. 6.3 Each User acknowledges and agrees that Crowdz is the owner of the Platform, of all of the Intellectual Property Rights in or relating to the Platform and of all materials and other content published or available on the Platform other than a User’s User Material and Crowdz reserves all right, title, benefit and interest in and to the foregoing. 6.4 No User will obtain any right, title, benefit or interest (including any Intellectual Property Right) in or to the Platform, any Intellectual Property Rights in or relating to the Platform or any materials or other content (other than its User Material) published or available on the Platform except as expressly provided for in any Platform Agreement. Each User will ensure that it takes all reasonable steps necessary to ensure that it protects and does not infringe any of the Intellectual Property Rights in and to the Platform or any materials or content (other than its User Material) published or available on the Platform or the rights of any other User in respect of that User’s User Material. 6.5 A User must promptly notify Crowdz of any breach or likely breach of its obligations under Clause 6.4 and promptly, at its own cost and expense, provide such assistance (including taking such actions) as Crowdz requires as a result of such breach or likely breach. 6.6 No User will: (a) copy, reproduce, modify, distribute, publish, create derivative works from, publicly display, publicly perform, licence, sell or re-sell any materials, content, software, products or services obtained from or through the Platform (including any User Material of any other User); or (b) alter, translate, enhance, reverse engineer, decompile, disassemble or make derivative works of the Platform, the Intellectual Property Rights in or relating to the Platform or any material or other content published or available on the Platform, in each case except as expressly permitted by any Platform Agreement or with Crowdz’s written consent. 6.7 Each User agrees that Crowdz is authorised and grants to Crowdz a royalty free licence (without any express or implied warranties of any kind) to use, reproduce, modify, distribute and publish any of that User’s User Material as Crowdz deems necessary or appropriate in connection with the operation of the Platform and the transactions contemplated by the Platform Agreements or uses contemplated for the Application. 7 Use of the Platform 7.1 Subject to these Terms and Conditions and any Platform Agreement, Crowdz agrees that it will use commercially reasonable efforts to make available the Platform to each Registered User. However, Crowdz provides no representation, warranty, assurance, guarantee or undertaking that the Platform will be available at all times or at any given time and each User acknowledges that access to and use of the Platform may be restricted or prevented by Crowdz from time to time (including for regular maintenance or updates) or for reasons outside of Crowdz’s control. 7.2 Crowdz will use reasonable efforts to: (a) provide advance notice to Users of any scheduled unavailability of the Platform; (b) notify Users of any unscheduled unavailability of the Platform once known to Crowdz; and (c) make the Platform available again as soon as is commercially practicable in the circumstances at that time. 7.3 Crowdz is committed to taking reasonable steps to ensure that the Platform is secure or free from bugs or viruses. However, Crowdz provides no guarantee that the Platform will be secure or free from bugs, viruses, trojans or any malicious or harmful components and each User should use its own virus protection software. 7.4 A User must not: (a) misuse the Platform by knowingly introducing bugs, viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; (b) attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; or (c) attack the Platform via a denial-of-service attack or a distributed denial-of service attack. 7.5 Any breach by a User of Clause 7.4 will result in an immediate termination of the Platform Agreements, revocation of the licence granted in Clause 6.1, and denied access via the Platform to any relevant Application. 7.6 Each User is responsible, at its own cost and expense, for ensuring that it has and will have, among other things, all equipment, hardware and software as is necessary or desirable for accessing and using the Platform except for any equipment, hardware, or software provided by Crowdz to Users generally in connection with the Platform. Any questions regarding minimum system requirements to access the Platform should be sent to Crowdz by email to support@crowdz.io. A User should report any technical issues relating to accessing or using the Platform promptly to the same email address. Crowdz will provide limited technical support to address issues around the functionality of the Platform. 7.7 Each User shall access and use the Platform in accordance with and solely for the purposes set out in the Platform Agreements or in order to fill out Application(s). Each User will comply, and will ensure that all of its Authorised Persons will comply, at all times with these Terms and Conditions and any other Platform Agreement. Each User acknowledges and agrees that Crowdz shall have no obligation to check whether any person acting or purporting to act on behalf of that User is an Authorised Person. Crowdz shall be entitled to act on or in accordance with any communication, notice or document given, made or delivered by any person acting or purporting to act on behalf of a User unless that User has previously provided written notice to Crowdz that such person is not an Authorised Person. 7.8 Each User is solely responsible for its decision to access and use the Platform and no User shall take or refrain from taking any action in connection with the Platform that would result in that User or Crowdz being in breach of any Applicable Law. 7.9 Each User shall promptly (and in any event within one Business Day) notify Crowdz of any breach by that User of any provision of any Platform Agreement or the occurrence or existence of any event or circumstance that is likely to result in a breach by that User of any provision of any Platform Agreement. 8 User Material 8.1 Each User represents and warrants that, at the time that it provides any User Material: (a) it is the sole owner of that User Material or, if it is not, that it has the authority of the owner and any other person with any rights or interest in that User Material to provide such User Material and to provide the authorisation and grant the licence set out in Clause 6.7; and (b) that User Material is true, complete, up-to-date and not misleading in any way. 8.2 Crowdz has no obligation to check whether any User Material is true, complete, up-to-date and not misleading in any way and Crowdz has no responsibility or liability in respect of any User Material that does not meet these criteria. 8.3 Each User shall promptly notify Crowdz if any User Material provided by that User was not, or is no longer, true, complete, up-to-date and not misleading in any way. If Crowdz is notified that any User Material does not meet these criteria, Crowdz will contact the relevant User to discuss resolving the non-satisfaction of these criteria. 9 Indemnity 9.1 Each User shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by that User to comply in full with these Terms and Conditions. 9.2 The indemnity in this Clause 9 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the relevant User. 9.3 No User shall have any obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 9 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or willful default. 10 Exclusion of liability 10.1 Each User acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to: (a) the suitability of the Platform for use by the User and its satisfaction of any requirements the User may have; (b) the use of the Platform by any other person; (c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or any Application or transaction contemplated by the Platform Agreements; (d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 12 (Confidentiality)); (e) whether any information provided or made available by any person in relation to the Platform or any Application or transaction contemplated by the Platform Agreements is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available; (f) whether any action taken by any person in relation to the Platform or Application or any transaction contemplated by the Platform Agreements has been duly authorised and is within the capacity and power of that person; or (g) the legal, valid, binding and enforceable nature of these Terms and Conditions, any Purchaser Agreement, any Seller Agreement or any other document relating to the Platform or Application or any transaction contemplated by the Platform Agreements. 10.2 Crowdz shall have no liability to any User or any other person for any liability, damage, loss, cost or expense suffered or incurred by a User or any such person arising out of or connected with any: (a) unavailability of the Platform or any functionality of the Platform; (b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform; (c) bugs, viruses, trojans or any other malicious or harmful components on the Platform; (d) restriction on that User’s access to, or use of, the Platform; (e) failure by the Platform to meet that User’s needs or expectations; (f) breach by any User of any provision of these Terms and Conditions or any other Platform Agreement; or (g) matters outside of Crowdz’s control (including any Force Majeure Event). 10.3 The exclusion of liability in this Clause 10 will not apply: (a) to any liability, damage, loss, cost or expense suffered or incurred by a User solely and directly as a result of Crowdz’s fraud, gross negligence, or willful default; or (b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz. 10.4 Each User agrees that: (a) Crowdz shall in any event have no liability for: (i) any indirect or consequential loss; or (ii) any loss of profit, loss of reputation or loss of goodwill, regardless of whether such loss was foreseeable or notified to Crowdz; and (b) Crowdz’s aggregate liability to a User (whether in contract, tort or otherwise) will not exceed USD 5,000. 11 Communications 11.1 A Any communication to be made under or in connection with these Terms and Conditions between the Parties shall be made in writing and, unless otherwise stated, may be made by email or, if available, via the Platform’s messaging system. 11.1 B Any communication to be made under or in connection with these Terms and Conditions between Platform Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form. 11.2 Any communication or document made or delivered by the User under or in connection with these Terms and Conditions will only be effective: (a) if by way of email, when actually received (or made available) in readable form; or (b) if by way of the Platform’s messaging system, when actually received (or made available) in readable form, and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 11, if addressed to that department or officer. 11.3 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 11. 11.4 Any communication or document which becomes effective, in accordance with Clause 11.2 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 11.5 Any communication to be made between Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form. 11.6 Crowdz and any other recipient shall be entitled to rely on any communication sent (or purported to be sent) by the User, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any other recipient shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the User. 12 Confidentiality 12.1 Crowdz and each User agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 12.2 and 12.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 12.2 Crowdz or a User may disclose Confidential Information: (a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners; (b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or (c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes, provided that: (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and (ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c). 12.3 Crowdz may additionally disclose Confidential Information to any person: (a) who provides or may provide any goods or services to Crowdz in connection with the Platform or Application or any transactions contemplated by the Platform Agreements; or (b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or Platform Agreement and to any of that person’s affiliates and professional advisers, provided that: (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and (ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements. 13 Data protection Crowdz and each User must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (UK), and US state and federal regulations) in relation to the access and use of the Platform and the performance of any transactions contemplated by these Terms and Conditions. 14 Crowdz 14.1 Agora Intelligence, Inc., dba Crowdz is incorporated in California, with its headquarters located at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008 United States. 14.2 Crowdz is not authorized or regulated by the Financial Conduct Authority or the Prudential Regulation Authority (UK) and is not a regulated financial service (US). 14.3 Except as expressly stated in any Platform Agreement, the acceptance of these Terms and Conditions, the entry into and performance of any Platform Agreement and the access and use of the Platform does not and is not intended to create or constitute or otherwise give rise to any agency, trust or fiduciary relationship between Crowdz and a User and Crowdz shall have no obligations to any User other than as set out in a Platform Agreement. 15 Amendments and waivers 15.1 Crowdz reserves the right to amend these Terms and Conditions (or any Amended Terms and Conditions) at any time and from time to time subject to providing 5 Business Days’ prior written notice (an Amendment Notice) to each User of the amended terms and conditions (the Amended Terms and Conditions) in accordance with Clause 11 (Communications). 15.2 The Amended Terms and Conditions shall be effective immediately on the expiry of the relevant notice period specified in Clause 15.1, which period shall start on and include the first Business Day after the date of the relevant Amendment Notice. Following any amendment of these Terms and Conditions or of any Amended Terms and Conditions pursuant to Clause 15.1, any reference in these Terms and Conditions to “these Terms and Conditions” shall be construed as a reference to the relevant Amended Terms and Conditions. 15.3 The Terms and Conditions applicable at any given time are available on the Platform or on request and at https://crowdz.io/legal.php and Users are advised to review the current Terms and Conditions on a regular basis. 16 Partial invalidity If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 17 Remedies and waivers No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under these Terms and Conditions shall operate as a waiver of any such right or remedy or constitute an election to affirm these Terms and Conditions. No election to affirm these Terms and Conditions by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law. 18 Third Party Rights No person other than Crowdz or a User has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of these Terms and Conditions. 19 Governing law and jurisdiction 19.1 These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by English law in the United Kingdom and Californian law for Users originating in the United States. 19.2 Crowdz and Users not originating in the United States agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute with those Users arising out of or in connection with these Terms and Conditions (including a dispute relating to any non-contractual obligation arising out of or in connection with these Terms and Conditions). Crowdz and Users originating in the United States agree that the courts of California, County of Santa Clara, shall have jurisdiction over the parties in any action at law relating to the subject matter or the interpretation of these Terms and Conditions. 19.3 Crowdz and User, where originating outside of the United States, agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary. Crowdz and Users originating within the United States agree that the courts of California, County of Santa Clara, are the most appropriate and convenient courts to settle disputes and will not argue to the contrary. 19.4 Without prejudice to any other mode of service allowed under any relevant law, the User, if originating outside of the United States (unless the User is incorporated in England and Wales): (a) agrees to appoint within five (5) Business Days of the execution of these Terms and Conditions an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and (b) agrees that failure by a process agent to notify the User of the process will not invalidate the proceedings concerned. Schedule 1 Definitions and interpretation Part 1 Definitions 1.1 In these Terms and Conditions: Amendment Notice has the meaning given to it in Clause 15.1. Amended Terms and Conditions has the meaning given to it in Clause 15.1. Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with. Authorized Person means any individual who is authorized to act on behalf of a User in connection with the Platform, including to accept these Terms and Conditions on behalf of that User. Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London. Confidential Information means all information relating to Crowdz or any User in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz or a User of Clause 12 (Confidentiality and data protection); (b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or (c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. Dollars or USD means the lawful currency of the United States of America. Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third-party communications network failures. GAAP means, in respect of any User, generally accepted accounting principles in the jurisdiction of incorporation of that User. Indemnified Person means each of Crowdz’s: (a) affiliates, directors, officers, employees or agents; and (b) affiliates’ directors, officers, employees and agents. Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step: (a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis); (b) a composition, compromise, assignment or arrangement with any of its creditors; (c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganization); or (d) the enforcement of any security or encumbrance over any of its assets, any analogous procedure or step in any applicable jurisdiction. Insolvent means, in respect of any person, any of the following: (a) it is unable, or admits or has admitted its inability, to pay its debts as they become due; (b) it has suspended or threatened to suspend making payments on any of its debts; (c) there are undischarged Insolvency Proceedings against it; (d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP; (e) a moratorium has been declared in respect of any of its indebtedness; or (f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt. Intellectual Property Rights means any rights, title, benefit and interest in and to patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Platform has the meaning given to it in Clause 1.1. Platform Agreement means, in respect of any User: (a) these Terms and Conditions; (b) any Seller Agreement or Purchaser Agreement; and (c) any other agreement designated as a Platform Agreement by that User and Crowdz. Purchaser Agreement means, in respect of a User, the purchaser agreement entered into between that User and Crowdz. Registered User means any User that Crowdz has confirmed as being registered in accordance with Clause 4 (Confirmation of Registration). Registration Information means, at any given time, the information requested on the Platform login page when a User wishes to access the Platform for the first time. Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority. Sanctions Authority means, in respect of any User: (a) the United States government; (b) the United Nations; (c) the European Union; (d) the United Kingdom; or (e) the jurisdiction of incorporation of that User, including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT). Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including: (a) the Consolidated United Nations Security Council Sanctions List; (b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC; (c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and (d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT, each as amended, supplemented or substituted from time to time. Seller Agreement means, in respect of a User, the seller agreement entered into between that User and Crowdz. User means a company using the Platform for any of its functions. User Material means, in respect of a User, any and all information, documentation or material provided by or on behalf of that User to Crowdz or any other User in connection with the Platform and the transactions contemplates by the Platform Agreements. Part 2 Interpretation 1.1 Unless a contrary indication appears, a reference in these Terms and Conditions to: (a) Crowdz or any User shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions or any Platform Agreement; (b) these Terms and Conditions, a Platform Agreement or any other agreement or instrument is a reference to these Terms and Conditions, that Platform Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated; (c) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (d) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; (e) a provision of law is a reference to that provision as amended or re-enacted; (f) the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; and (g) the words other and otherwise shall not be construed ejusdem generis with any preceding words where a wider construction is possible. 1.2 Any reference in these Terms and Conditions to a Clause or Schedule is a reference to a clause of, or schedule to, these Terms and Conditions. Clause and Schedule headings are for ease of reference only.
UPDATED ON APRIL 22, 2015
 

Sellers

Agreement Summary

By accessing and using Crowdz’s services through your Seller Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the “Terms”). If the law or our functionality changes and affects the services we are able to offer you through your Seller Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Seller Account. Unless you have agreed otherwise in writing with Crowdz, these Terms govern your use of our services through your Seller Account. You and Crowdz may be referred to throughout these Terms individually as a “Party” and collectively as the “Parties”.

Section 1: DEFINITIONS

1.1 Definitions.

(a) “Seller Request” is a request you submit to Crowdz to create a deal, or Offer (Crowdbuy or Flashbuy), to sell your product or service through Crowdz’s Crowdz marketplace (“App or Online Site). The terms of the Seller Request are specified and submitted by you in accordance with Section 3.1; (b) “product/service” that evidences a customer’s purchase of an Offer and contains the terms of, and unique redemption information for, such Offer;(c) “the amount paid,” for the product/service means the amount that a purchaser pays for a product/service; (d) a product/service’s “Promotional Value” is the unpaid portion of the service’s value in excess of the amount paid. (For example, if a purchaser pays $10 for a service with a $25 Full Offer Value, that service’s Promotional Value would be $15); (e) a product/service’s “Full Offer Value” means the full value of the service for which the holder of a certificate will be able to redeem it on or before the Promotional Value Expiration, and is equal to the sum of its Promotional Value plus its amount paid; (f) as applicable, a service’s “Promotional Value Expiration” is the date and time after which a service’s Promotional Value may no longer be used (unless otherwise required by law), and after which time and date, the service may only be redeemed for its amount paid unless refunded in accordance with Crowdz’s Reward Disclaimer and applicable law; (g) “Sales Period(s)” means the date (or dates) and period (or periods) of time an Offer (Crowdbuy or Flashbuy) will be available for purchase as specified in Section 3.1.

Section 2: Crowdz SELLER ACCOUNT

2.1 Seller Account.

In order to use certain services, you are required to be registered with a special account through Crowdz (your “Seller Account”). Your Seller Account will facilitate your use of various Crowdz services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with Crowdz. You are responsible for maintaining the confidentiality of your Seller Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Crowdz of any unauthorized use of your password or Seller Account or any other breach of security related to the App or website. Crowdz is not and will not be liable for any loss or damage arising from your failure to manage your Seller Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorized Crowdz personnel. In addition to the other rights set forth herein, Crowdz reserves the right to refuse service and/or access to the App or website to you or any other merchant(seller) at any time without notice for any reason. When using your Seller Account and the App or website directly, or indirectly via an authorized agent, to submit and manage other deals, you accept and comply with certain terms and conditions applicable to merchants. Crowdz may offer certain optional features or functionalities within your Seller Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.

2.2 Merchant Center.

The Merchant Center is the section of your Seller Account (in contrast to any individual user account you may maintain) where Merchants may directly, or indirectly through an authorized employee or representative, access information about past Offers that have run through the Program and manage Active Offers. You may use your Seller Account to submit a request to launch a new Offer through a Program and suspend or stop a particular Active Offer (Crowdbuy or Flashbuy). Within the redemption section of your Seller Account, you may also submit product/service redemption data for your Offers and download lists of deal codes.

Section 3: PROGRAM PARTICIPATION AND YOUR OFFER

3.1 Creation of Offers.

By participating in the App, you shall define the conditions of, and may supply the content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, an Offer through your Seller Account. Submission of an Offer does not obligate Crowdz to accept the Offer or any of its contents nor to promote the Offer, and is not binding on Crowdz until Crowdz actually promotes the Offer on the App. At the point Crowdz begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an “Active Offer” during such Sales Period(s) unless Crowdz earlier terminates the Offer for any or no reason. You are responsible and liable for all Offer content and terms, and for Crowdz’s or any purchaser’s use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.

3.2 Promotion of Offers.

If Crowdz accepts your Offer, Crowdz may promote the Offer using any method and through any medium that Crowdz deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Crowdz. Crowdz further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. Crowdz will promote your Offer to Crowdz customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of product/services that may be offered through an Offer, Crowdz will use all commercially reasonable efforts to stop promoting your Offer accordingly.

3.3 Distribution of Certificates.

Once Crowdz has received payment from a purchaser of the amount paid, Crowdz will authorize for use, and make a certificate available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The certificate will include any restrictions or limitations on the use of the certificate you have specified in the Offer. Purchasers, or their authorized transferees, may then redeem the Offer by presenting their certificate to you as printed certificate, through their mobile devices, or any other media that Crowdz has adopted for certificate redemption.

3.4 Responsibility for Offer and Product/services.

You acknowledge that you are the seller of your Offer and the issuer of the product/services. You also are responsible and liable for: (a) the decision to make your Offer available through the Crowdz services; (b) fulfilling your Offer with respect to all product/service holders; (c) supplying and shipping all goods and/or services specified in the Offer; (d) handling any and all returns, exchanges, complaints, disputes, or refunds from customers.

3.41 Inventory for Product.

The merchant is responsible for all shipments of products to the customer and manages shipment for inventory to and from the customer. Crowdz does not hold the inventory but sellers must manage inventory and sell those items which they current inventory, maintain on in house EOQ levels, or have verifiable open PO’s. Sellers are to operate in a drop ship model, where all product is picked, packaged and shipped from seller (or sellers agents) directly to Crowdz customer ship to address on record. Terms of returns should be spelled out by the seller and the seller deals directly with customer for returns. Once the deals are returned to the seller they authorize Crowdz to adjust payment if needed (debit/credit) ensuring return costs are covered by the seller.

3.5 Redemption Obligations.

You shall comply with your obligations specified in these Terms, the Offer and other obligations regarding the use of your Seller Account. In addition, when redeeming deals, you shall: (a) honor the deal during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the deal; (c) honor any certificate presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the certificate or, (ii) you reasonably believe that individual obtained the product/service in an unauthorized or illegal manner, in which case you shall immediately contact Crowdz and explain the circumstances; and (d) comply with the terms and conditions stated on the deal without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the deal. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer (“Fine Print”) in the Offer, and Crowdz shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.

3.6 Your Third Party Merchants.

You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a “Third Party Merchant”). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.

3.7 License to Your Content.

You hereby grant Crowdz a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Crowdz in your Seller Account or otherwise use to describe your Offer (“your Content”) in any and all media or formats in connection with Crowdz’s fulfillment of its rights and obligations under these Terms, including the promotion of Offers and distribution of product/services.

3.8 Press Release.

Crowdz may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a merchant. Press releases will be reviewed by both parties to insure agreeable satisfaction of the desired message by both parties. Crowdz agrees to work with Seller(s) to produce and distribute press releases and in some instances will make requests of sellers to share in the costs associated with producing and distributing such methods of marketing

Section 4: PAYMENT TERMS

Payment terms governing your Offer are as set forth below, unless you have a separate written agreement with Crowdz expressly modifying the terms of your payment under a particular Program. Payment terms for any non-Program Offers are contained in the applicable contract you entered with Crowdz by accepting the terms and conditions governing your Seller Account or otherwise. Unauthorized Redemptions will not be considered Now Validated Redemptions. Crowdz will pay you the Now Remittance Amount for all then-Now Validated Redemptions (the “Now Aggregate Net Amount”). Crowdz will establish the Now Aggregate Net Amount due for a particular deal following the applicable deals’ promotional expiration, and will arrange for payment of for any Now Aggregate Net Amounts due in such form and on such a schedule as will be communicated at the time the Offer is established.

Current rates include the following:

Sellers pay $0.99 per buyer transaction and 5% of the value (revenue value) of each completed and paid transaction. These fees will be deducted automatically prior to Seller receiving payment for the goods and or services sold via the Crowdz APP or website. For Crowd Buys, Sellers are paid at the lowest price once the Crowdbuy closes and the difference between the price paid by customer and the final Crowdbuy price is reconciled within the app to the customers RewardZ account in the form of in-store Crowdz credits to be used for future purchases via Crowdz App or Website.

Section 5: TERM AND TERMINATION

5.1 Term.

These Terms are effective on the earlier of the date on which you first access the Merchant Center through your Seller Account, accept the Seller Account Terms, or submit an Offer. These Terms will remain in effect through the expiration of all current products and/or services and/or certificates’ amount paid or such earlier date as all products and/or services and/or certificates are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.

5.2 Termination.

Crowdz may terminate these Terms and suspend your access to the Seller Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Offer made by you through Crowdz’s programs and services; (b) you fail to redeem or cause the redemption of any deal to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these Terms or any other agreement you have with Crowdz, or (d) or otherwise misuse, repeatedly abuse Program guidelines or Crowdz standards that have been communicated to you in advance., or in any way engage in conduct, which in Crowdz’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Crowdz or any Crowdz customer.

5.3 Suspension of a Program Offer.

Notwithstanding anything herein to the contrary, you or Crowdz may cancel or suspend a Program Offer through your Seller Account for any or no reason.

5.4 Obligations Upon Termination; Survival of Relevant Provisions.

Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid deal, Crowdz’s obligation to pay you for validly redeemed product/services, or modify or eliminate your obligation to redeem any valid deal pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

Section 6: REPRESENTATIONS AND WARRANTIES

6.1 By Both Parties.

Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.

6.2 By you.

You represent and warrant to Crowdz that: (a) you and any Third Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to the terms and presentation of the deal; and (ii) will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply to the redemption of the deal or the supplying of goods or services; (b) your Content, your representations about your business, and your redemption process for deal, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein; (d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.

6.3 NO FURTHER REPRESENTATIONS.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Crowdz DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. Crowdz MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APP OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY Crowdz (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE APP AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY Crowdz AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS.

Section 7: INDEMNIFICATION

7.1 You, at your sole cost and expense, shall defend, indemnify and hold Crowdz, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, “Claims”) from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) (collectively, “Losses”) arising out of or relating to any of the following: (a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a deal; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding deal, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (f) your Content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

7.2 By Crowdz.

Crowdz, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) Crowdz’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Crowdz (excluding Crowdz’s use of materials provided or authorized for Crowdz’s use by, you).

7.3 Indemnification Process.

The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Crowdz is the indemnifying Party, Crowdz shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Crowdz’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS

8.1 General.

You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the product/services, comply with any and all state, federal and local laws, rules regulations, and orders, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern false, unfair and deceptive practices, product/services, gift cards, coupons, certificates and/or gifts (collectively “Laws”). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all of Crowdz’s Program requirements and product -specific policies applicable to product/services (“Rules”), which Rules may require you to do more than the Laws alone might mandate.

8.2 Health and Safety.

You represent and warrant that all good or services provided in connection with any Offer are safe and comply with all applicable Laws regarding health and safety, fire, and hygiene standards (collectively, “Health Laws”). At Crowdz’s request, you will promptly provide copies of any applicable facility operating license(s), or similar credentials or documents evidencing your and your facility(ies) compliance with the Health Laws. You shall ensure that your facilities and operations remain in compliance with all applicable Health Laws during the term of these Terms. Crowdz reserves the right to immediately terminate its relationship with you, and to refuse to promote your Offer, if it believes you do not fully comply with any or all applicable Health Laws.

8.3 Authorization Documents.

You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if Crowdz has accepted a particular Offer, Crowdz shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the Crowdz services.

8.4 Regulatory Documents.

You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide Crowdz with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions (“Regulatory Documents”). Even if Crowdz has accepted the Offer, Crowdz shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the Site and through the Crowdz services.

Section 9: CONFIDENTIALITY

9.1 Confidential Information.

Each Party agrees that (i) the terms set forth in a Seller Account are confidential, (ii) any information designated by the other Party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.

9.2 Obligation.

Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

9.3 Irreparable Harm.

Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.

Section 10: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA

10.1 Crowdz IP.

You acknowledge that Crowdz owns all right, title, and interest, including all intellectual property rights, in the Crowdz Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Crowdz to develop, promote, market, sell, generate, or distribute Offers and product/services and otherwise perform under these Terms (collectively the “Crowdz IP”). With respect to any Offer, you may use {{ app_name }}’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use Crowdz’s branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. Notwithstanding the above, you shall not use or display the Crowdz IP in any manner that states or implies that Crowdz has endorsed or approved the Offer or your products or services. Any use of Crowdz IP shall comply with any {{ app_name }} usage guidelines posted on the Crowdz Site or provided to you from time to time. All goodwill and improved reputation in respect of and associated with the Crowdz IP shall inure to the sole benefit of Crowdz. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any Crowdz IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Crowdz IP without the express written consent of Crowdz. You shall not translate, reverse engineer, decompile or disassemble the Crowdz IP. Crowdz has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

10.2 Customer Data.

You acknowledge that Crowdz owns all data collected by, or on behalf of, Crowdz pursuant to these Terms, including all information and data of individuals who may or do purchase product/services (“Customer Data”). Subject to applicable Laws and in accordance with Crowdz’s policies and procedures, Crowdz shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the product/services, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the product/service, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by Crowdz, you may not use Customer Data for any purpose other than to redeem the product/services and service the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Crowdz’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Crowdz, and shall cooperate with Crowdz in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by Crowdz to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by Crowdz, destroy or return to Crowdz all the Customer Data in your or your Third Party Merchants possession.

Section 11: LIMITATIONS OF LIABILITY; INSURANCE

11.1 LIMITATION OF Crowdz’S LIABILITY.

Crowdz’S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY Crowdz PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL Crowdz BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, FRAUD, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY PRODUCT/SERVICE OFFERED UNDER THE APPLICABLE OFFER MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE PRODUCT/SERVICE AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.

11.2 NO CONSEQUENTIAL DAMAGES.

EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

11.3 Insurance.

You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon Crowdz’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Crowdz will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

Section 12: BINDING ARBITRATION

12.1 Binding Arbitration.

The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the Offer shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Crowdz; (c) the arbitrator shall apply California Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Crowdz’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Crowdz will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Crowdz shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.

Section 13: MISCELLANEOUS

13.1 Electronic Communications and Notices.

You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from {{ app_name }} in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Crowdz provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Seller Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Seller Account, and in Crowdz’s case, to Crowdz Intelligence, Inc., at Crowdz.io

13.2 Force Majeure.

Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

13.3 Relationship of the Parties.

The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way. Crowdz is not a vendor or co-vendor of your goods and services.

13.4 Agreement.

These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties. In the event of a conflict between these Terms and the terms of your Offer, these Terms shall govern.

13.5 Interpretation.

The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

13.6 Invalidity of a Provision.

If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.

13.7 Waivers.

One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

13.8 Assignment.

You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Crowdz’s prior written consent, and any attempt to do so shall be void and unenforceable.

13.9 Successors and Assigns; No Third Party Beneficiaries.

These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except as expressly set forth herein or in a particular Offer.

UPDATED ON APRIL 22, 2015
 

Funders

Agreement Summary

These Terms of Use (“Terms”) govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the “Services”) made available in the United States and its territories and possessions by Agora Intelligence, Inc. and its subsidiaries and affiliates. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words “including” and “include” mean “including, but not limited to.”

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Crowdz. If you do not agree to these Terms, you may not access or use the Services. Crowdz may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Crowdz may amend the Terms related to the Services from time to time. Amendments will be effective upon Crowdz’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

2. THE SERVICES

The Services constitute a technology platform that enables users (Leaderz) of Crowdz’s mobile applications or websites provided as part of the Services (each, an “Application”) for Leaderz to use to bring on referrals (both sellers and buyers) and earn a commission of 1 percent for the next 2 years on all transactions from the referred, provided that the referred acknowledges referral upon signing on as a user. YOU ACKNOWLEDGE THAT Crowdz DOES NOT PROVIDE SALES SERVICES OR FUNCTION AS A SALES ENTITY FOR THE Leader.

LICENSE.

Subject to your compliance with these Terms, Crowdz grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Crowdz and Crowdz’s licensors.

RESTRICTIONS.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Crowdz; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

THIRD PARTY SERVICES AND CONTENT.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Crowdz does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Crowdz does not endorse such third party services and content and in no event shall Crowdz be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

OWNERSHIP.

The Services and all rights therein are and shall remain Crowdz’s property or the property of Crowdz’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Crowdz’s company names, logos, product and service names, trademarks or services marks or those of Crowdz’s licensors.

3. YOUR USE OF THE SERVICES

USER ACCOUNTS.

In order to use most aspects of the Services, you must register for and maintain an active personal Leader user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Crowdz certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card, accepted payment partner, or bank deposit information). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Crowdz’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Crowdz in writing, you may only possess one Leader Account.

USER REQUIREMENTS AND CONDUCT.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive or participate in services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no selling or referring those who sell illegal items or services). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

PROMOTIONAL CODES.

Crowdz may, in Crowdz’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Crowdz establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Crowdz; (iii) may be disabled by Crowdz at any time for any reason without liability to Crowdz; (iv) may only be used pursuant to the specific terms that Crowdz establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Crowdz reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Crowdz determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

USER PROVIDED CONTENT.

Crowdz may, in Crowdz’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Crowdz through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Crowdz, you grant Crowdz a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Crowdz’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Crowdz the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Crowdz’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Crowdz in its sole discretion, whether or not such material may be protected by law. Crowdz may, but shall not be obligated to, review, monitor, or remove User Content, at Crowdz’s sole discretion and at any time and for any reason, without notice to you.

NETWORK ACCESS AND DEVICES.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Crowdz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

After you have received or participated in Leader services or goods obtained through your use of the Service, Crowdz will facilitate your payment of the applicable payment on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent. Payment of the Payments in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Payments will be inclusive of applicable taxes where required by law. Payments paid to you are final and non-refundable, unless otherwise determined by Crowdz.

All Leaderz will be paid on a bi-monthly basis (1st and 15th of each month). Payment will be made in the form of Rewardz, which can later be redeemed as real money deposited in a personal bank account via multiple payment avenues. These Rewardz can also be used as money to be used in the Crowdz.

UPDATED ON APRIL 22, 2020
 

Privacy Policy

CROWDZ MADE THIS FOR YOU. PLEASE NOTICE WHAT IT SAYS.

PRIVACY STATEMENT

This page is a letter to you from us, the team at Crowdz. It is written in plain language to be readable even if you are not a lawyer. It is called a “notice” because you are intended to notice what it says. By giving Crowdz information, whether through the Crowdz web page, software, or app, you are consenting to let Crowdz use that information sensibly and responsibly in connection with your relationship to Crowdz. That may seem obvious, but for good reasons, we want you to be aware. You are entitled to have notice from companies about how the companies interact with your information and protect your privacy. Companies like ours use information like yours, daily, to do a job. We agree with the activists and regulators who decided that companies should notify individuals like you about how your information is gathered and treated. Note: this notice will be revised from time to time.

WHO IS CROWDZ?

Crowdz is our company’s nickname. So that is what you call it: Crowdz. But its full given name is Agora Intelligence, Inc. dba Crowdz. (The “dba” bit just means the company is “doing business as” Crowdz. You know that one friend who always goes by their middle name? It is like that.)

Crowdz is a Silicon Valley, California startup, located at 51 E. Campbell Avenue, Suite 125, Campbell, California, in the U.S.A. It is a software company. It partners with other companies. Those partnerships help Crowdz’ software to do the thing it does, which we call the Crowdz Service.

WHY SHOULD I TAKE NOTICE?

Just like you do, we (the private individuals who make up the Crowdz team) sometimes wonder or forget how some random company got our name, personal email, or phone number. Crowdz does not want to be that company. So this page is meant to help you know what is going on. Because some companies benefit from incomplete transparency, the people trying to improve things now require companies like Crowdz to inform you (in a way that is likely to inform you) about how we use your information. If you are unlikely to notice what this says, then this is an ineffective notice.

WHO, ME?

Yes, you. If you are an individual natural person, that means you are more valuable than money, laws, or companies. So you have rights. (If you are a robot, skip this part. If you are unsure whether you are a robot, there is probably a captcha for that.)

WHAT IS MEANT BY “MY INFORMATION”?

When Crowdz says “your information,” we are referring to “Personal Information.” (For short, say “PI.” Some call it “Personally Identifiable Information,” or “PII”). PI is legalese for any information that could be used to personally identify the individual, i.e., you. Any PI is important for your privacy. You deserve to know what Crowdz might collect, why, and the basis on which Crowdz justifies keeping it and using it.

WHEN AND FROM WHERE DOES CROWDZ GET MY INFORMATION?

If you interact with Crowdz, Crowdz almost certainly has some information from and about that interaction. If you are reading this, you probably interacted with Crowdz in one of a few ways, maybe in a professional capacity. For instance, if you exchanged business cards with a Crowdz team member at a conference, we almost certainly entered the information you gave us into our customer relations management (“CRM”) software. Otherwise, you may have interacted with us through electronic means: by visiting or using one of our web pages, by visiting another company’s webpage that says “powered by Crowdz,” by directly using our app, or by electronically contacting us, such as by email.

IF YOU GAVE INFORMATION DIRECTLY, OFFLINE, IN-PERSON, OR BY MESSAGE

If a Crowdz team member received your information offline, such as in person, their procedure is to enter the information in the CRM, so we do not forget about you. In keeping with all the latest standards designed to protect your privacy, Crowdz made it impossible for its team members to save your information until they have included a note about how they received your information, and why we have the information. For instance, it might say “business card given at a conference, requested a demo.”

If you have a Crowdz team member’s contact information, such as a cell phone number or email address, PLEASE DO NOT directly message (e.g., text, email, “DM”, etc.) or tell sensitive information to Crowdz team members, no matter how excited you are to begin using the Crowdz service. Please do not send credit card information, bank or other financial account information, personal identification, tax or other government identification numbers, birthdates, or other such sensitive information directly to a Crowdz team member. Crowdz appreciates your enthusiasm and trust. One of the ways we protect you is by communicating through the proper channels, and building procedures that remove as much error as possible from the way we manage your information.

IF YOU VISITED CROWDZ ONLINE

Online web site visitors can be identified by their IP address. Collection of IP addresses is standard practice, and facilitates normal online management functions. Crowdz may also ascertain your location by your IP address.

Cookies, explained below, are the normal way that all your favorite websites interact with you. They make your life more convenient. They make your favorite companies better by allowing those companies to understand how people like you prefer to interact with their company web pages and products. Crowdz operates similarly.

On Crowdz web page(s), Crowdz currently uses only cookies from Google and Facebook. (If you use a browser that tracks cookies, you will see one from Facebook and four from Google: two YouTube and two from doubleclick.net, which is associated with Google Ads.) So if you visit our website, we will receive some of the information their cookies gather. Most information gathered is rather impersonal. But since some of it might be used to figure out who you are, we take precautions to treat it as PI.

Google says “A cookie is a small piece of text sent to your browser by a website you visit. It helps the website to remember information about your visit, like your preferred language and other settings. That can make your next visit easier and the site more useful to you. Cookies play an important role. Without them, using the web would be a much more frustrating experience.” Google says it uses cookies “for many purposes. We use them, for example, to remember your safe search preferences, to make the ads you see more relevant to you, to count how many visitors we receive to a page, to help you sign up for our services, to protect your data, or to remember your ad settings.” It explains more at the following address, which also has a link to their privacy policy. https://policies.google.com/technologies/cookies

Facebook’s cookie policy explains that “Cookies are small pieces of text used to store information on web browsers. Cookies are used to store and receive identifiers and other information on computers, phones, and other devices. Other technologies, including data we store on your web browser or device, identifiers associated with your device, and other software, are used for similar purposes.” They explain that they use such technologies “if you visit other websites and apps that use the Facebook Products (including the Like button or other Facebook Technologies). Cookies enable Facebook to offer the Facebook Products to you and to understand the information we receive about you, including information about your use of other websites and apps, whether or not you are registered or logged in.” You can read more about their cookies at the following address. https://www.facebook.com/policy/cookies/

Crowdz uses these cookies for the usual purposes: to better understand how people like you interact with our business, and to find ways to serve and communicate with people like you, and to improve the security, navigation ease, and any personalized attributes of your experience on our webpage. The information gathered is of the usual kind, such as what kind of browsers people like you use to view our web pages, how long people like you spend on a page, etc.

There are many ways you can use browser settings to disable cookies, and many online resources on how best to calibrate those settings to your preferences. Crowdz encourages you to disable cookies if cookies make you uncomfortable. However, if you disable cookies, you might experience a sub-optimal browsing experience whenever you come back to our website. California law entitles California residents to know how Crowdz responds to “Do Not Track” signal settings on browsers. Because no uniform technical standard has been developed, Crowdz does not currently respond to such signals.

IF YOU REGISTERED WITH CROWDZ

If you used a Crowdz web page to register for early access, Crowdz received the email address and stored it in a secure list that Crowdz uses to keep you updated. If you would like to be removed from the list you can simply contact us at https://crowdz.io/contact.php. Crowdz is not in the business of selling contact information or lists, and will never sell your email address. To manage the list on which you placed your email by signing up, Crowdz uses a secure third party CRM software platform and a third party secure email campaign administration company. California Civil Code Section 1798.83 permits you to request information about disclosure of your PI by Crowdz for third parties’ marketing purposes. However, Crowdz does not disclose information for this purpose under any circumstance.

If you onboard yourself to Crowdz’ software platform, whether on a computer or via the mobile app, Crowdz will be required to gather much more personal information. This is gathered in order to verify that you are who you say you are, that you work for the company you say you do, and that your employer or company authorizes you to use the Crowdz Service on your company’s behalf (in other words, as a representative or agent of your company). Crowdz needs to work with other companies as part of the Crowdz Service; the Crowdz Service is impossible without them. When you give your information to Crowdz, so you can receive the Crowdz Service, you agree to let Crowdz send (“disclose”) that information to the other companies with whom Crowdz works to provide you the Crowdz Service. Third parties involved in the Crowdz Service are multiple licensed secure payment processors, banks, and currency conversion services.

WHY CROWDZ COLLECTS PERSONAL INFORMATION & HOW CROWDZ USES IT

Crowdz is required to explain to you that we use your PI for legitimate business purposes. These purposes are what you would expect, so some of this next part might seem obvious. The way the law talks about this is that Crowdz must have a lawful basis for using your PI. Among the businesses you encounter every day, two of the most common forms of lawful basis are “consent” and “legitimate interests.” Consent means you permit Crowdz to have and use your PI. Legitimate interests means Crowdz can identify a lawful, reasonable business reason to have and use your PI.

TO INTERACT AND DO BUSINESS WITH YOU, CROWDZ NEEDS YOUR INFORMATION

Crowdz cannot provide the Crowdz Service without having, storing, and using your PI. Crowdz needs to identify you to provide customer service and to reply to your requests or feedback. Similarly, without having your PI, Crowdz could not respond to your requests or communications about possible business ventures, collaborations, proofs of concept, price quotes, or technical answers. Also, Crowdz may need to contact you to give you administrative information such as updates to the Crowdz Service or the terms. Crowdz also needs to keep your PI in order to obey the law, and to maintain our contractual relationship with you.

TO MARKET OUR PRODUCT TO YOU, CROWDZ NEEDS YOUR INFORMATION

Especially if you signed up for updates or early access, if you are an existing customer, or if you are an investor, Crowdz needs to keep and use your PI to contact you with marketing materials, company news and updates, and newsletters. Crowdz is always finding better ways in our startup to track concrete, intentional consent. Crowdz will keep your PI to contact you only where there is a legitimate business interest in keeping your PI to contact you.

CROWDZ NEEDS TO USE INFORMATION LIKE YOURS TO REPORT ON ITS BUSINESS

The Crowdz team spends a fair amount of effort understanding how to better serve users, like you, of the Crowdz Service. Sometimes this means information will be gathered internally to show trend reports. Much of this information will not be PI, or at least will not be identifiable as presented. For instance, if we know what country your small business (SME) is in, that might be classified as PI. Knowing how SMEs in your country use the Crowdz Service will help Crowdz better serve small businesses in your country.

Crowdz will sometimes anonymize and aggregate information that includes your PI. You will no longer be identifiable, so the aggregate information will not be PI. Crowdz can use and disclose this information for its business purposes.

YOUR INFORMATION HELPS CROWDZ PERSONALIZE THE CROWDZ SERVICE TO YOU

Crowdz may use your PI to identify you and differentiate you from other users of the Crowdz Service in order to personalize interactions with you, provide better service to you in particular, and improve your individual efficiency and profitability in using the Crowdz Service.

When applicable, Crowdz will seek your consent to offer these personalized services. Crowdz will always offer these personalizations in connection with a legitimate business interest. In other words, Crowds will offer you personalized services that are relevant to your business and your relationship with Crowdz.

YOUR INFORMATION MAY BE REQUIRED FOR BUSINESS AND LEGAL REASONS

Crowdz may need to use information that includes your PI in order to find ways to improve the Crowdz Service through data analysis and modeling. Crowdz may need to undergo audits, to make sure its internal processes are functional and compliant with the law. Without using PI of our customers, it would be impossible to prevent fraud and ensure security. The development of new or existing products may require us to use information that could be used to identify who you are. Crowdz will use information, sometimes including PI, to fine tune the Crowdz Service and the way we communicate about that service to people like you. This also applies to expanding the Crowdz Service based on what we learn about how you most prefer to use the Crowdz Service.

WHERE DOES CROWDZ STORE MY INFORMATION?

Crowdz stores all of its data in secure servers in the cloud. Crowdz obviously does not have control of what you do with your own login information. Please keep your password or other login information confidential. Please do not use one login for more than one person, employee, or coworker. Unfortunately no internet transmission of information is entirely secure. When you send Crowdz information, Crowdz cannot be responsible for its security until it is on Crowdz’ servers. Crowdz takes appropriate and extensive measures to protect the security of your PI, but Crowdz cannot guarantee that your PI will never be disclosed, altered, or destroyed in some way inconsistent with this notice.

Crowdz is a United States company with a subsidiary in the United Kingdom. Most of the business is operated in the United States, by a team that telecommutes between California and other states. Most information we receive enters the United States, whether or not it originates in another place.

Note that Crowdz is a blockchain-technology based company. The blockchain is a transparent, immutable (unchangeable), distributed ledger. During design phase of the software underlying the Crowdz Service, measures were taken to ensure that none of your PI will be logged to the blockchain. Your use of the Service will be logged to the distributed ledger, but you will not be personally identifiable by the information Crowdz logs to the blockchain.

DOES CROWDZ DISCLOSE OR SHARING MY INFORMATION?

Crowdz’ subsidiary, Crowdz UK, mutually shares information. So your PI may be shared with one or the other.

Third party companies will receive your information if you have engaged with Crowdz. As mentioned above, third party companies have cookies on our webpages. Third party payment processors, banks, and financial services are integral to the portion of the Crowdz Service that provides multiple payment processor options. The third party cloud server company, CRM company, email list administrator, receive your information only as needed and in compliance with relevant privacy laws and Crowdz’ privacy policy, which is reflected in this notice. If you send an invoice through the Crowdz Service, the information in the invoice, including PI, will be sent to your recipient. Your PI may also be shared with a third party invoice purchaser should you choose to seek trade finance. Of course our employees, contractors, and the like will have access to your PI, and will operate according to strict rules designed to protect your privacy. If Crowdz should be acquired, your PI will be acquired by the acquiring company. Crowdz is not responsible or liable for the privacy policies or practices of third party companies, but Crowdz holds high standards for the privacy compliance of its third party parters.

HOW LONG DOES CROWDZ RETAIN MY INFORMATION?

Crowdz will keep your PI for at least the minimum amount of time sensible for carrying out the contractual relationship between you and Crowdz. Crowdz may also keep the information longer if it is necessary for records, like for taxes or audits. Crowdz may also keep your PI as legally advisable for litigation or regulatory inspections.

YES YOU CAN

If you would like to access, correct or change, or delete your PI, please contact us using the Contact page on our website. Our data protection officer is in-house at our Campbell, California office as of this notice. We will respond to your request in accordance with the applicable laws. More importantly, Crowdz will do its best to accommodate your right to access, correction, and deletion. Please understand that some PI may not be legally deleted, such as records of transactions that need to be available for audit.