Terms and Conditions for Users
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 “Users”) to utilize certain services provided by CROWD VALLEY (the “Services“) to enable the creation and maintenance of independent, online, entrepreneurial communities which may facilitate fund raising and investment.
The Users understands that the truth and accuracy of the representations, warranties, agreements, acknowledgements and undertakings set out below will be relied on by CROWD VALLEY. The User irrevocably authorizes CROWD VALLEY to produce this letter to any interested party in any enquiry, administrative hearing or investigation or legal proceeding.
By accessing the Website, using the Services, creating a Network and/or 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 accessing the Website, using the Services, creating a Network and/or accessing a Network. These Terms apply to each User, whether they are natural persons or legal entities. The User 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 User sets up any Network or user account.
Eligibility and Accuracy of Registration Information
The Website and Services, as well as the establishment of, access to and use of any Network is only permitted for Users 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/or your account.
Some of the Services are provided free of charge, while others are provided at a fee. Please see our Product pages for more information about our pricing. Services provided at 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.
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, Network or these Terms, 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 Network after any changes are posted will be considered acceptance of those changes.
CROWD VALLEY expressly reserves the right to terminate, suspend or cancel any Network that has not been accessed by the relevant Network Operator for greater than 180 days or the account of any User that has not been accessed by the relevant User for greater than 180 days. In the event that the account of a User has been so terminated, CROWD VALLEY shall be under no obligation to return any funds remaining in the respective account to the User or any other party.
Intellectual property rights; License
The Website, the Networks 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, the Networks 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 Networks 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 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 Website, the Networks and the Services.
Local Legal Requirements and U.S. Securities Laws
Each User is exclusively responsible for acquiring the necessary licenses or legal statuses necessary to establish, maintain or, as the case may be, use the Services or a Network, and, if applicable, conduct any fund-raising that takes place on a Network. Each Network Operator is exclusively responsible for ensuring that the relevant Networks 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, securities regulation including those of the Securities and Exchange Commission of the United States. CROWD VALLEY has not made, will not make and does not endorse or sanction the use of the Website, Service or Networks to make an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction. 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. Legal counsel should be consulted prior to any User’s offer or sale of securities in or into the United States as such actions could result in the requirement to register the securities under the Securities Act.
CROWD VALLEY disclaims any responsibility for: (i) performing any due diligence with respect to any User or Network, (ii) investigating any such User’s use of a Network, (iii) whether the use of or access to the Network by any User 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.
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, in addition to the full terms of the indemnification set out below, the User hereby indemnifies CROWD VALLEY for any losses or damages incurred directly or indirectly by CROWD VALLEY resulting from the User’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 Networks 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.
Ethical Operation of the Networks
By creating or using a Network, Users agree not to establish or use a Network for the transmission of any information that is obscene, libelous, harassing, abusive, threatening, invasive of any individual or entity’s privacy, or in violation of any other individual’s intellectual property rights. Moreover, Users 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
Use of the Website and the Services
Users acknowledge and agree that any communications made to or by means of any portion of the Website or a Network are or may be public. Users acknowledge that: (a) Users 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 Users and CROWD VALLEY by reason of the transmission of a public communication to any area of the Website or any Network. By transmitting any public communication which shall include information provided on the Website or any Network, 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 Networks
The Network Operator is responsible for conducting its own due diligence on all Users of its Network(s). CROWD VALLEY does not recommend Users or any use of the Network, the Services, or the Website. With respect to the information provided by any User 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 User (including officers and directors) which is transmitted through, posted on or otherwise related in any way to CROWD VALLEY, a Network, the Website or a 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
With respect to the information provided by any User concerning a business plan, proposition, idea, investment opportunity, the market in which such business may operate or otherwise related to such person, such User 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 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. Furthermore, the Network Operator is responsible for ensuring that information provided by any 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 is also responsible for ensuring that the information provided by any User on the Network Operator’s Network concerning any expression of opinion, intention or expectation in the information provided by any 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.
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 Network facilitates, participates or publicizes any investment or opportunity in any way, the Network Operator of such Network hereby represents and warrants that it has sufficient expertise and knowledge to do so, it will ensure that all Users are educated as to these risks and it will take any other steps as required by law or best practice. If any User invests in an opportunity, such User warrants that it has the ability to bear the economic risk of losing the entire amount of the investment. The User further represents and warrants that it will conduct sufficient due diligence on any investment opportunities, Users or other information that it deems necessary to make any investment. The User is strongly encouraged to seek legal and other professional counsel prior to facilitating, publicizing or making investments.
Users acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website, Services or the Networks, 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 the User.
Limitations on Network Quality based on Amazon Cloud Services
CROWD VALLEY’s goal is to provide Users with useful, stable and available Networks 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 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 data, data loss, service interruptions or retention of user settings. The Users agree 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 and certain of the Services. 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, THE NEWORKS 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. USERS AGREE THAT USE OF THE WEBSITE, SERVICES AND NETWORKS 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 NETWORKS OR THE SERVICES. AS A CONDITION TO USE OF THE WEBSITE, SERVICES OR NETWORKS, USERS HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT SUCH USERS 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, THE SERVICES OR THE NETWORKS. 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 THE USE OR INABILITY TO USE THE WEBSITE, THE SERVICES OR THE NETWORKS OR RESULTING FROM THE SUBMISSION OF ANY MATERIALS VIA THE WEBSITE, THE SERVICES OR THE NETWORKS, 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 CERTAIN USERS. IN SUCH JURISDICTIONS, THE LIABILITY OF THE CROWD VALLEY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
CROWD VALLEY has no special relationship with or fiduciary duty to any User. Users 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 any user; how Users may interpret or use the content; or what actions Users may take as a result of having been exposed to the content.
Use of the Website, use or creation of a Network 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 User or on any Network. 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 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 Users or between Users and any third party. CROWD VALLEY is under no obligation to become involved in disputes between Users or between Users and any third party. In the event of a dispute, Users release all CROWD VALLEY PARTIES 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 User agrees to defend, indemnify and hold harmless the CROWD VALLEY PARTIES from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, the User’s access to or use of the Website (or any content therein) or the Services and the establishment or use of any Network, any breach by the User of these Terms, or infringement by the User, or any third party using your account or Network, of any intellectual property or other right of any person or entity. Network Operators further agree to defend, indemnify and hold harmless the CROWD VALLEY PARTIES from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to the any User’s access to, use of, or misuse of its Network or any information on its 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 User, in which event the User 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 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.
By visiting or using the Website or using the Services or by establishing or using any Network, the User 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 User 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 User 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, the Services or the Network, shall be filed only in the courts located in New York and the User hereby consents and submits to jurisdiction in such courts for the purposes of litigating any such action.
THE USER ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. THE USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THESE TERMS BETWEEN THE USER AND CROWD VALLEY WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN THE USER AND CROWD VALLEY RELATING TO THE SUBJECT MATTER OF THESE TERMS.