Terms and Conditions for Network Operators
Introduction
Crowd Valley Incorporated (“CROWD VALLEY”), through its website www.crowdvalley.com (the “Website”), is providing a platform for the creation and operation of individual networks (each a “Network”) by network operators (“Network Operators” or, as the case may be, “you”) and used by various account holders (together with Network Operators, except where set out separately below, the “Network Users”) to utilize certain services provided by CROWD VALLEY (the “Services“) enable the creation and maintenance of independent, online, entrepreneurial communities which may facilitate fund raising and investment.
Acceptance
By creating a Network and/or by accessing a Network, you agree to abide by these terms and conditions (the “Terms”) and are deemed to have made the acknowledgements, representations and warranties contained herein. If you do not agree to abide by these Terms and do not wish to, or are not able to, make the acknowledgements, representations and warranties set forth below, you are prohibited from establishing a Network or utilizing the Services or the Website in any other way. These Terms apply to each Network Operator, whether they are natural persons or legal entities. The Network Operator further acknowledges these Terms, declares his/her consent with these Terms and makes the acknowledgements, representations and warranties contained herein by checking the “I have read and accept the Terms and Conditions” box when the Network Operator sets up any Network.
Eligibility and Accuracy of Registration Information
The Website as well as the establishment of, access to and use of any Network is only permitted for Network Operators that are 18 years of age or older. Any registration data provided by you to CROWD VALLEY must be and is deemed 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 Network, your access to the Networks and your account.
Fees
Some of the Services are provided free of charge, while others are provided at a fee. Please see our Pricing page for more information about our pricing. Services provided at a fee shall be payable by you in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are non-cancelable and all amounts paid are non-refundable.
Amendments
CROWD VALLEY reserves the right, at its sole discretion, to modify, add or remove any portion of the Website, any Network or these Terms, in whole or in part, at any time. Changes will be effective when posted. Your continued use of the Website and/or the Network after any changes are posted will be considered acceptance of those changes. CROWD VALLEY may also terminate, suspend or discontinue any Network or the access to a Network by any Network Operator or any aspect of the Website, including the availability of any features of the Website, at any time. CROWD VALLEY may also impose limits on certain features and Services or restrict your access to parts or all of the Website without notice or liability.
Intellectual property rights; License
The Website 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. Furthermore, the Website 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 or its displays, in any medium, is expressly prohibited unless written permission is first obtained from CROWD VALLEY. All rights not expressly granted by these Terms are reserved to CROWD VALLEY. After agreeing to these Terms, CROWD VALLEY will grant to you a non-exclusive, revocable, non-transferable license to use the Services and the Website.
Local Legal Requirements
You acknowledge that the Networks are to be operated, used and accessed in accordance with all legal and regulatory requirements in each relevant jurisdiction. These requirements include, but are not limited to, securities regulation including those of the Securities and Exchange Commission of the United States. CROWD VALLEY disclaims any responsibility for: (i) performing any due diligence with respect to any Network User, (ii) investigating any such Network User’s use of a Network, (iii) whether the use of or access to the Network by any Network User or Network Operator is in compliance within the laws of the jurisdiction. Each Network Operator is responsible for abiding by the laws, rules and regulations of the relevant jurisdiction or jurisdictions.
Ethical Operation of the Networks
By creating a Network, Network Operators agree not to establish or use a Network 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, Network Operators must not use the Networks to perform any illegal, unethical or morally dubious activities that may damage the reputation of CROWD VALLEY or any individual or entity.
Privacy and Additional Commitments
Network Operators must fulfill and comply with all of the privacy requirements, licenses, and restrictions detailed in these Terms and CROWD VALLEY’s privacy policy (the “Privacy Policy” available at our Privacy page). You agree not to collect or aggregate user information accessible through the Website or the Network for commercial use or redistribution by you. Failure to comply with these Terms and/or the Privacy Policy may result in the termination of the account of any Network Operator and/or the Network. The decision to terminate any such account or Network is subject to the sole discretion of CROWD VALLEY and CROWD VALLEY is not required to provide notice or any other information in exercising this discretion.
Use of the Website and the Services
You agree to use the Website and the Services only as provided for in these Terms. You also agree not to use the Website or the Services in any way that is in conflict with the law in your jurisdiction. You acknowledge and agree that any communications made to or by means of any portion of the Website are public. You acknowledge that: (a) you have no expectation of privacy in any Public Communication (as defined below) and (b) no confidential, fiduciary, contractually implied or other relationship is created between you and CROWD VALLEY by reason of your transmitting a public communication to any area of the Website. By transmitting any public communication which shall include information provided on any Network (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.
Promises or Contracts must comply with these Terms
A Network Operator operating or using a Network must not make promises, contracts, agreements or accords that violate any applicable law or regulation, nor any part of these Terms, the Privacy Policy, or the General Terms and Conditions. All such contracts shall be void and unenforceable as against CROWD VALLEY and/or any other person or entity.
Termination of a Network and/or access to the Website
CROWD VALLEY may terminate, suspend or discontinue a Network and any aspect of the Website and/or the Services, including the availability of any features of the Website and/or the Services, at any time. CROWD VALLEY may also impose limits on certain features and Services or restrict access to parts or all of the Website and/or the Services without notice or liability. CROWD VALLEY expressly reserves the right to terminate, suspend or cancel any Network that has not accessed its Network for greater than 180 days.
Furthermore, in the event that a User Account, Network or Network Operator’s Account has been terminated, suspended or cancelled for any reason, CROWD VALLEY shall be under no obligation to return any funds remaining in the respective account to the User or any other party.
Feedback submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Services, provided by you 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 you.
Limitations on Network, Quality based on Amazon Cloud Services
CROWD VALLEY’s goal is to provide you with useful, stable and available Networks. 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 Networks are provided strictly on an “as is” basis. By accepting these Terms, all users agree that neither CROWD VALLEY nor any of its shareholders, partners, parent companies, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers (collectively, the “CROWD VALLEY PARTIES”), will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of user settings. CROWD VALLEY reserves the right to change or discontinue, either temporarily or permanently, any part or all of the Services at any time and without prior notice. The Network Operator agrees that none of the CROWD VALLEY PARTIES will 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 Networks. CROWD VALLEY expressly disclaims all liability for any failures of service by Amazon Cloud Services.
NONE OF THE CROWD VALLEY PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. NONE OF THE CROWD VALLEY PARTIES SHALL BE SUBJECT TO LIABILITY FOR ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE 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. YOU AGREE THAT YOUR USE OF THE WEBSITE IS SOLELY AT YOUR 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 OR THE SERVICES. AS A CONDITION TO YOUR USE OF THE WEBSITE, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE CROWD VALLEY PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE THROUGH THE WEBSITE. NO CROWD VALLEY PARTIES SHALL 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 YOUR USE OR INABILITY TO USE THE WEBSITE, OR THE SUBMISSION OF ANY MATERIALS VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A CROWD VALLEY PARTY 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 YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE CROWD VALLEY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Disclaimer
CROWD VALLEY has no special relationship with or fiduciary duty to any Network Operator or any Network User. You 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 Network; what content can be accessed via the Website or any Network; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content.
The Network Operator hereby releases CROWD VALLEY from all liability for the Network Operator’s use of or operation of a Network, the Services and/or the Website. The Website or any Network may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. CROWD VALLEY makes no representations concerning any content contained in or accessed through the Website or any Network, and CROWD VALLEY will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or the Networks.
Use of the Website, the establishment of an account by a Network Operator, participation in a Network or the creation or operation of a Network by a Network Operator does not constitute an offer by CROWD VALLEY to sell or the solicitation by CROWD VALLEY of an offer to buy any investment interest in any investment or opportunity presented or discussed on the Website, by any User or on any Network. CROWD VALLEY does not give any business advice, investment advice, tax advice or legal advice to anyone using the Website or the Networks.
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 Network. 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 you and such organizations and/or individuals. CROWD VALLEY is under no obligation to become involved in disputes between Network Operators and Users or between users of the Website and any third party. In the event of a dispute, you release CROWD VALLEY, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.
CROWD VALLEY does not function as a broker, dealer, intermediary or investment advisor and is not registered as such with any regulator. Furthermore, securities laws and regulations vary by jurisdiction, are extremely complex and varied and change frequently. It is the Network Operator’s responsibility to be aware of and to observe compliance with such laws and regulations in the Network Operator’s country of residence. Any reliance on the information contained on the Website is solely used at the User’s own risk. Receivers of this information should not act upon any of this information without first seeking professional counsel.
The materials contained on the Website do not create and are not intended to create any kind of business, advisory or consultancy relationship between such the Network Operator and CROWD VALLEY.
Acknowledgements, Representations and Warranties
Each Network Operator hereby acknowledges, represents and warrants (and at the time of any operation and/or use of a Network will acknowledge, represent and warrant) that:
- CROWD VALLEY provides a web platform for Network Operators to establish and operate Networks. Network Operators and the relevant Networks may only provide certain services to Network Users which are in accordance with all applicable law and regulation.
- CROWD VALLEY is not registered with the Securities and Exchange Commission of the U.S. 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 Network for any activity which would require CROWD VALLEY to register with the SEC or any similar authority, is expressly prohibited and the Network Operative hereby indemnifies CROWD VALLEY for any losses or damages incurred directly or indirectly by CROWD VALLEY resulting from the Network Operator’s and/or Network Users’ activities in this regard.
- The Network Operator is responsible for conducting its own due diligence on all Network Users. CROWD VALLEY does not recommend Network Users or any use of the Network, the Services, or the Website. With respect to the information provided by any Network User or Network Operator concerning a business plan, proposition, idea, investment opportunity, the market in which such business may operate or otherwise related to such person, 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 Network User or Network Operator (including officers and directors) which is transmitted through, posted on or otherwise related in any way to CROWD VALLEY, a Network, the Website, a Network Operator or a Network User. CROWD VALLEY may, however, circulate any information provided to or found on a Network for internal evaluation purposes, screening, informational purposes or any other purpose.
- In the event that the Network established and operated by the Network Operator advertises, facilitates or is otherwise involved in the offer or sale of securities, any such activity will be completed in accordance with the securities laws of the United States, any relevant US state and any other applicable authority, including the national securities authority of any relevant jurisdiction. CROWD VALLEY expressly disclaims any such use and does not express any opinion on whether the use of the platform provided by it or any of the Networks for this purpose is legal.
- Unless otherwise agreed in writing by CROWD VALLEY, any contracts executed between the Network Operator, any Network User and/or any other party shall be on a privately negotiated basis between such parties, without any participation by or remuneration to CROWD VALLEY.
- With respect to the information provided by any Network Operator concerning a business plan, proposition, idea, investment opportunity, the market in which such business may operate or otherwise related to such person, 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 Network Operator 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. Furthermore, the Network Operator will use its best efforts to ensure that information provided by any Network User on the Network Operator’s Network concerning a business plan, proposition, idea, investment opportunity, the market in which such business may operate or otherwise related to such person, 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. The Network Operator will also use its best efforts to ensure that information provided by any Network User on the Network Operator’s Network concerning any expression of opinion, intention or expectation in the information provided by any Network User 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.
- Each Network Operator is exclusively responsible for acquiring the necessary licenses or legal statuses necessary to establish and maintain the Network, and, if applicable, conduct any fund-raising that takes place on a Network or by any Network User, using the Network Operator’s Network or services. For example, a Network falling under the jurisdiction of the United States of America must comply with all laws, rules and regulations of that country, including those promulgated by the Securities and Exchange Commission. Network Operators should consult with an attorney to determine all relevant jurisdictions that their activities may fall under as well as all relevant statutes and rules with which they must comply.
- Investment in an early stage venture 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 Network Operator facilitates, participates or publicizes any investment or opportunity in any way, it hereby represents and warrants that it has sufficient expertise and knowledge to do so, it will ensure that all Network Users are educated as to these risks and it will take any other steps as required by law or best practice. If the Network Operator invests in any offering on its or any other Network, it warrants that it has the ability to bear the economic risk of losing the entire amount of the investment. The Network Operator further represents and warrants that it will conduct sufficient due diligence on any investment opportunities, Network Users or other information on the relevant Network. The Network Operator is strongly encouraged to seek legal and other professional counsel prior to facilitating, publicizing or making investments.
- The Network Operator understands that the foregoing representations, warranties, agreements, acknowledgements and undertakings, as well as the truth and accuracy of the foregoing representations, warranties, agreements, acknowledgements and undertakings, will be relied on by CROWD VALLEY. The Network Operator irrevocably authorizes CROWD VALLEY to produce this letter to any interested party in any enquiry, administrative hearing or investigation or legal proceeding.
Indemnification
You agree to defend, indemnify and hold harmless CROWD VALLEY, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to your access to the Website (or any content therein) or the Services and your establishment or use of any Network, your misuse of the Website (or any content therein), the Services or any Network, any breach by you of these Terms, or infringement by the you, or any third party using your account or Network, of any intellectual property or other right of any person or entity. You further agree to defend, indemnify and hold harmless CROWD VALLEY, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to the any Network User’s access to, use of, or misuse of your Network or any information on your Network 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 Network Operator, in which event the Network 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.
Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms 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.
Governing law
By visiting or using the Website or by establishing any Network, the Network 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.
The Network Operator agrees that Website is deemed a passive website that does 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 Network Operator agrees that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Website or the Services, shall be filed only in the courts located in New York and the Network Operator hereby consents and submits to jurisdiction in such courts for the purposes of litigating any such action.
General Acknowledgement
THE NETWORK OPERATOR ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. THE NETWORK OPERATOR FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THESE TERMS BETWEEN THE NETWORK OPERATOR AND CROWD VALLEY WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN THE NETWORK OPERATOR AND CROWD VALLEY RELATING TO THE SUBJECT MATTER OF THESE TERMS.