Crowd Valley Incorporated, its shareholders, partners, parent companies, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers (collectively “CROWD VALLEY”) through its website (www.crowdvalley.com (the “Website”)) and otherwise provides its customers (each a “Platform Operator” or “you”, as the case may be) with web-based platforms (each a “Platform”). Each Platform may, at the request of the Platform Operator and subject to the terms and conditions set out below, be enabled with capabilities, components and ancillary and other services, provided in certain instances by CROWD VALLEY and in certain instances by third party service providers (the “Services”), that may be used to advertise and/or facilitate the offer and sale of securities.
You understand that the truth and accuracy of the representations, warranties, agreements, acknowledgements and undertakings set out below (the “Terms and Conditions”) will be relied on by CROWD VALLEY. You irrevocably authorize CROWD VALLEY to produce these Terms and Conditions and Conditions to any interested party in any enquiry, administrative hearing or investigation or legal proceeding.
These Terms and Conditions apply to each Platform Operator, whether they are natural persons or legal entities. If you do not agree to abide by these Terms and Conditions and do not wish to, or are not able to, make the acknowledgements, representations and warranties set forth below, you are prohibited from creating, accessing or using the Platform and/or the Services for any purpose. Each Platform Operator therefore acknowledges these Terms and Conditions, declares his/her consent with these Terms and Conditions and makes the acknowledgements, representations and warranties contained herein by checking the “I have read and accept the Terms and Conditions” box when the Platform Operator creates any Platform. A Platform Operator further acknowledges these Terms and Conditions, declares his/her consent with these Terms and Conditions and makes the acknowledgements, representations and warranties contained herein each time such Platform Operator creates, alters, accesses or uses the Platform and/or the Services.
Eligibility and Accuracy of Registration Information
The Website and Services, as well as the establishment of, access to and use of any Platform is only permitted for Platforms that are 18 years of age or older. Any registration data provided by you to CROWD VALLEY must be and is deemed by CROWD VALLEY to be true, accurate, current and complete. In the event that any of this information changes, please notify CROWD VALLEY immediately. Failure to provide true, accurate, current or complete information and/or failure to update such information may result in the termination of your Platform, your access to the Platform and/or your account.
Some of the Services are provided directly by CROWD VALLEY while others are provided by third party services providers. Certain of the Services are provided free of charge, while others are provided for a fee. Services provided for a fee shall be payable in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
For handling of refunds, see the Crowd Valley Refund Policy here.
Amendments and Termination
CROWD VALLEY reserves the right, at its sole discretion, to modify, add or remove any Services and any portion of the Website, Platform or these Terms and Conditions, in whole or in part, at any time without notice or liability. Changes will be effective when posted. Your continued use of the Website, Services and/or the Platform after any changes are posted will be considered acceptance of those changes.
CROWD VALLEY expressly reserves the right to terminate, suspend or cancel any Platform that has not been accessed by the relevant Platform Operator for more than 180 days. In the event that a Platform has been so terminated, CROWD VALLEY and any third party services provider shall be under no obligation to return any funds, otherwise engage with the Platform Operator or its Platforms or continue to provide Services in any way, including the return of any funds held in relation to the Platform.
Intellectual property rights; License
The Website, the Platforms and the Services all contain content that is the intellectual property of CROWD VALLEY, whether owned by CROWD VALLEY or licensed to it by third party content owners. This content is protected by domestic and international intellectual property laws and may not be used except as expressly provided for in these Terms and Conditions. Furthermore, the Website, the Platforms and the Services are proprietary to CROWD VALLEY and all intellectual property rights to any ideas, inventions, concepts, designs, methods, systems, algorithms and other materials displayed on the Website are and shall be owned by CROWD VALLEY. The copying reproduction, republication, downloaded, publication, distribution, display and retransmission of any portion of the Website, the Platforms and the Services or their respective displays, in any medium, is expressly prohibited unless written permission is first obtained from CROWD VALLEY. All rights not expressly granted by these Terms and Conditions are reserved to CROWD VALLEY. After agreeing to these Terms and Conditions, CROWD VALLEY will grant to you a non-exclusive, revocable, non-transferable license to use the Website, the Platforms and the Services.
Local Legal Requirements and U.S. Securities Laws
Each Platform is exclusively responsible for acquiring the necessary licenses, certifications and/or legal status necessary to establish, maintain or, as the case may be, use the Services or a Platform, and, if applicable, conduct any fund-raising that takes place on a Platform. Each Platform Operator is exclusively responsible for ensuring that the relevant Platforms is operated, used and accessed in accordance with all legal and regulatory requirements in each relevant jurisdiction. These requirements include, but are not limited to, state and federal securities regulation in the United States and its territories, and the securities laws of any other applicable jurisdiction or country. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) an available exemption from registration under the Securities Act. CROWD VALLEY has not made, will not make and does not endorse or sanction the use of the Website, Service or Platforms to make an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction. Legal counsel should be consulted prior to the offer or sale of securities in or into the United States, either by the Platform Operator or any user of the Platform, as such actions could result in the requirement to register the securities under the Securities Act, a state in the United States or any other jurisdiction.
CROWD VALLEY disclaims any responsibility for: (i) performing any due diligence with respect to any Platform, Platform Operator or user of any Platform, (ii) investigating any party’s use of a Platform, (iii) whether the use of or access to the Platform by any user is in compliance within the laws of the jurisdiction. Each Platform Operator is responsible for abiding by the laws, rules and regulations of the relevant jurisdiction or jurisdictions.
CROWD VALLEY is not registered with the Securities and Exchange Commission of the United States or any national, federal or state securities commissions (or similar agencies) as, a broker, dealer, intermediary, investment advisor, securities exchange or clearinghouse and the use of the Website, Services and/or any Platform for any activity which would require CROWD VALLEY to register with the SEC or any similar authority, is expressly prohibited and, in addition to the full terms of the indemnification set out below, the Platform hereby indemnifies CROWD VALLEY for any losses or damages incurred directly or indirectly by CROWD VALLEY resulting from the Platform’s activities in this regard.
Securities laws and regulations vary by jurisdiction, are extremely complex and varied and change frequently. Any reliance on the information contained on the Website or the Platforms is solely used at the Platform Operator’s own risk. Recipients of this information should not act upon any of this information without first seeking professional counsel.
A Platform or a Platform Operator must not make promises, contracts, agreements or accords that violate any applicable law or regulation, or any part of these Terms and Conditions. All such contracts shall be void and unenforceable as against CROWD VALLEY and/or any other person or entity.
Ethical Operation of the Platforms
By creating or using a Platform or using the Services, Platform Operators agree not to establish or use a Platform or the Services for the transmission of any information that is obscene, libellous, harassing, abusive, threatening, invasive of any individual or entity’s privacy, or in violation of any other individual’s intellectual property rights. Moreover, Platform Operators must not use the Platforms or the Services to perform any illegal, unethical or morally dubious activities or any activities that may damage the reputation of CROWD VALLEY or any individual or entity.
Privacy and Additional Commitments
Use of the Website and the Services
Platform Operators acknowledge and agree that any communications made to or by means of any portion of the Website or a Platform are or may be public. Platforms Operators acknowledge that: (a) Platforms Operators have no expectation of privacy in any Public Communication (as defined below) and (b) no confidential, fiduciary, business, advisory, consultancy, contractually implied or other relationship is created between Platform Operators and CROWD VALLEY by reason of the transmission of a public communication to any area of the Website or any Platform. By transmitting any public communication which shall include information provided on the Website or any Platform, including (for the avoidance of doubt) any trademarks, logos or other corporate or company information, (collectively, “Public Communication”), you grant CROWD VALLEY a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, distribute, display, reproduce, transmit, modify, edit, and otherwise exploit the Public Communication, in all media now known or later developed. The foregoing grant shall include the right to exploit any proprietary rights in the Public Communication, including, without limitation, any intellectual property laws under any relevant jurisdiction, and shall constitute a waiver of any rights, “moral rights,” or any similar rights under any jurisdiction.
Responsibility for Content on the Platforms
The Platform Operator is responsible for conducting its own due diligence on all users of its Platform(s) and any information posted on its Platform(s). CROWD VALLEY does not recommend Platforms or any use of the Platform, the Services, or the Website. With respect to the information provided by any Platform or any user of a Platform concerning a business plan, proposition, idea, investment opportunity, the market in which such business may operate or otherwise related to such party, such information has not been and will not be subject to any diligence or investigation by CROWD VALLEY. CROWD VALLEY disclaims responsibility for any statement (whether oral or written) or act of any Platform or any user of any Platform (including officers and directors) which is transmitted through, posted on or otherwise related in any way to CROWD VALLEY, a Platform, the Website or a user of a Platform. CROWD VALLEY may, but is under no obligation to, circulate any information provided to or found on a Platform for internal evaluation purposes, screening, informational purposes or any other purpose
The Platform Operator is strongly encouraged to seek legal and other professional counsel prior to facilitating, publicizing or making investment opportunities available on the Platform.
With respect to the information provided by any Platform Operator or any user of a Platform concerning a business plan, proposition, idea, investment opportunity, the market in which such business may operate or otherwise related to such person, the Platform Operator and the user of the Platform is responsible for ensuring that such information does not contain nor will it contain any untrue statement of a material fact or omit to state a material fact necessary to make the information, in light of the circumstances under which it is provided, not misleading. All expressions of opinion, intention or expectation in the information provided by any Platform Operator or any user of a Platform with respect to itself, an investment opportunity, the market in which it intends to operate or otherwise related to such person, are or will be, when published, made in good faith and reasonably arrived at after due and careful enquiry.
Investment in an early stage ventures and the facilitation or publicity of such investments carries significant risks and may result in a loss of the entire amount of the investments. To the extent that any Platform facilitates, participates or publicizes any investment or opportunity in any way, the Platform Operator of such Platform hereby represents and warrants that it has sufficient expertise and knowledge to do so, it will ensure that all users of the Platform are educated as to these risks and it will take any other steps as required by law or best practice. If any Platform Operator intends to invest in an opportunity, such Platform Operator represents and warrants that it will do so on the basis of the terms and conditions applicable to a user of a Platform.
Platform Operators acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website, Services or the Platforms, provided by you or any users of the Platform are non-confidential and shall become the sole property of CROWD VALLEY. CROWD VALLEY shall own exclusive rights, including all intellectual property rights, and shall be shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to the Platform or the user of the Platform.
Limitations on Platform Quality
CROWD VALLEY’s goal is to provide Platform Operators with useful, stable and available Platforms and Services. However, CROWD VALLEY cannot guarantee that there will be no difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, the Website, Services and Platforms are provided strictly on an “as is” basis. By accepting these Terms and Conditions, all Platform Operators agree that CROWD VALLEY, will not be held accountable for any delays in transmission of data, data loss, service interruptions or retention of Platform settings. The Platform Operator agrees that CROWD VALLEY will not be liable for any damages, direct or indirect, including but not limited to lost business opportunities, should such discontinuance occur.
CROWD VALLEY utilizes services provided by Amazon Cloud Services. The terms and conditions of Amazon Cloud Services with regard to quality of services shall govern the quality of the Platforms and certain of the Services. CROWD VALLEY expressly disclaims all liability for any failures of service by Amazon Cloud Services.
CROWD VALLEY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. CROWD VALLEY SHALL NOT BE SUBJECT TO LIABILITY FOR ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE, THE PLATFORMS OR THE SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. PLATFORM OPERATORS AGREE THAT USE OF THE WEBSITE, SERVICES AND PLATFORMS IS SOLELY AT THEIR OWN RISK. CROWD VALLEY IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE WEBSITE, THE PLATFORMS OR THE SERVICES. AS A CONDITION TO USE OF THE WEBSITE, SERVICES OR PLATFORMS, PLATFORM OPERATORS HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT SUCH PLATFORMS MIGHT HAVE AGAINST CROWD VALLEY ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, THE SERVICES OR THE PLATFORMS. CROWD VALLEY SHALL NOT AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, AND IN NO EVENT SHALL ANY CROWD VALLEY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, THE SERVICES OR THE PLATFORMS OR RESULTING FROM THE SUBMISSION OF ANY MATERIALS VIA THE WEBSITE, THE SERVICES OR THE PLATFORMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF CROWD VALLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CERTAIN PLATFORMS. IN SUCH JURISDICTIONS, THE LIABILITY OF CROWD VALLEY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
CROWD VALLEY has no special relationship with or fiduciary duty to any Platform Operator. Platform Operators acknowledge that CROWD VALLEY has no control over, and no duty to take any action regarding: which users gains access to the Website or any Platform; what content can be accessed via the Website or any Platform; what effects the content may have on any user of any Platform or any Platform Operator; how Platform Operators or users of a Platform may interpret or use the content; or what actions Platform Operators or users of a Platform may take as a result of having been exposed to the content.
Use of the Website, use or creation of a Platform or use of the Services does not constitute an offer by CROWD VALLEY to sell or the solicitation by CROWD VALLEY to invest in any opportunity presented or discussed on the Website, by any Platform or on any Platform. CROWD VALLEY does not give any business advice, investment advice, tax advice or legal advice to any party.
Unless otherwise expressly agreed in writing with CROWD VALLEY, CROWD VALLEY shall not be liable for your interactions with any organizations and/or individuals found on or through the Website or the Platform. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with the Services. CROWD VALLEY does not oversee the performance or punctuality of projects. CROWD VALLEY is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between Platforms or between Platforms, Platform Operators, any third party and/or users of any Platform, as applicable. CROWD VALLEY is under no obligation to become involved in disputes between Platforms, Platform Operators, any third party and/or users of any Platform, as applicable. In the event of a dispute, Platform Operators release all CROWD VALLEY from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.
Each Platform Operator agrees to defend, indemnify and hold harmless CROWD VALLEY from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, the Platform Operator’s access to or use of the Website (or any content therein) or the Services and the establishment or use of any Platform, any breach by the Platform Operator of these Terms and Conditions, or infringement by the Platform Operator, or any third party using your account or Platform, of any intellectual property or other right of any person or entity. Platform Operators further agree to defend, indemnify and hold harmless CROWD VALLEY from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to the any Platform Operator’s access to, use of, or misuse of its Platform or the Services or any information on its Platform including without limitation, any infringement of intellectual property rights or securities laws. CROWD VALLEY reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Platform Operator, in which event the Platform Operator will assist and cooperate with CROWD VALLEY in asserting any available defenses. Failure to assume avail itself of or enforce any of its rights does not constitute a waiver of such rights by CROWD VALLEY.
If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms and Conditions will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
By creating, altering, accessing or using the Platform and/or the Services, the Platform Operator agrees that the laws of the state of New York, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms and Conditions.
The Platform Operator agrees that Website and the platform as provided by CROWD VALLEY are deemed to be passive websites that do not give rise to personal jurisdiction over any CROWD VALLEY or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the state of New York. The Platform Operator agrees that any action at law or in equity arising out of or relating to these Terms and Conditions, or your use or non-use of the Website, the Services or the Platform, shall be filed only in the courts located in New York and the Platform Operator hereby consents and submits to jurisdiction in such courts for the purposes of litigating any such action.
THE PLATFORM OPERATOR ACKNOWLEDGES THAT IT HAS READ THESE TERMS AND CONDITIONS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. THE PLATFORM OPERATOR FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THESE TERMS AND CONDITIONS AND CONDITIONS BETWEEN THE PLATFORM OPERATOR AND CROWD VALLEY WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN THE PLATFORM OPERATOR AND CROWD VALLEY RELATING TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS.