Terms of Service – US

INCROWDEQUITY TERMS OF SERVICE

  1. Introduction

Thank you for visiting InCrowdEquity. Our Site and Service (as defined below) are geared to introduce accredited investors to a select number of Businesses (also defined below) that are seeking funding at various stages of their operations.  Please read these Terms of Service, our Privacy Policy, and our Risks disclaimer carefully, as you are agreeing to be bound by these documents by using our Service.

  1. Definitions

Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them.  The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical:

“Accredited Investor” is defined by the SEC in rule 501 as follows:

  • a bank, insurance company, registered investment company, business development company, or small business investment company;
  • an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
  • a charitable organization, corporation, or partnership with assets exceeding $5 million;
  • a director, executive officer, or general partner of the company selling the securities;
  • a business in which all the equity owners are accredited investors;
  • a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
  • a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
  • a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

“Agreement” means these Terms of Service;

“Businesses” means Users who represent a businesses that is featured or wishes to have itself featured on our Site as part of its securities-based fundraising;

“InCrowdEquity” refers to our company, known as “In Crowd Equity, Inc.”; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context of the word;

“Investors” means Users who are Accredited Investors as defined in Rule 501 of Regulation D under the Securities Act of 1933; Investors may be direct investors in Businesses, or may be participants in one or more “syndicates” in which an opportunity to invest is shared among several Investors;

“Service” refers to the services that we provide through our Site, including the ability for select featured Businesses to publish information about their securities offerings, as well as for Investors to review such offerings, indicate their interest to invest in the featured Businesses, and communicate any necessary documentation between Businesses and Investors in connection with the potential investment via the Site; our Site is included as part of our Services;

“Site” refers to our website, www.InCrowdEquity.com;

“User” refers to paid and unpaid users of our Site and, without limiting the generality of the foregoing, includes general visitors to our Site as well as Businesses, Investors, and their respective affiliates, staff, and agents;

“You” refers to you, the person who is entering into this Agreement with InCrowdEquity.

  1. What InCrowdEquity Offers

InCrowdEquity provides Investors and Businesses with Services, which include the ability to review and invest in securities offerings by select Businesses which our Site will feature from time to time. Our Site and Service allows Investors to view specific information about Businesses that are provided by Businesses in connection with their fundraising via our Site.

BUSINESSES: If you are a Business, you are welcome to apply to be featured on our Site by uploading information about your Business, including information about your business plan, your financial information, and any other information that you deem relevant to your securities offering. Our staff will review your submission and decide, at our absolute discretion, whether to offer to feature your Business on our Site. Our staff works with featured Businesses to help produce documents and information that are relevant to the Businesses’ securities offering and helps featured Businesses to best convey information about themselves, via our Site, to maximize the possibility of achieving their fundraising goals. Businesses that our chosen to be featured on our Site are required to pay a fee for our Services. You will have the ability to provide specific Investors who request additional information with additional information about your company that you deem confidential. You will also have the ability to collect information from specific interest Investors as part of the investment transaction. InCrowdEquity makes no guarantees, and cannot make any guarantees, that featured Businesses will meet their fundraising goals. Additionally, we can make no guarantees that Investors will treat your confidential information confidentially. Finally, while our Site and Service does provide Businesses and Investors with the ability to communicate documents and correspondence as part of the investment transaction, InCrowdEquity does not participate as a broker, negotiator, or otherwise in such transactions; it is the responsibility of all featured Businesses to engage their own legal counsel, accountants, brokers, etc. with respect to all fundraising transactions.

INVESTORS: If you are an Accredited Investor you must recognize that it is important to use discretion in how you handle any information that you specifically request from Businesses and which are labeled by the Businesses as confidential. You will also want to select what kinds of Businesses you would like an introduction to and what kinds of business plans you would like to see. We do not promise to show you all qualifying business plans, nor can we promise that all business plans that we show you will actually satisfy your criteria, but we will try.

GENERAL USERS: Certain portions of the Site will be visible to Users who have not signed up as either Businesses or as Investors. Those Users, nevertheless, are bound by this Agreement. Businesses should be aware that information they provide that is not designated as confidential will be visible to all Users.

  1. Eligibility

In order to use our Service, you must meet a number of conditions, including but not limited to:

  • You must not be in violation of any embargoes, export controls, or other laws of the United States or ot her countries having jurisdiction over this Agreement, InCrowdEquity, and yourself. For example, if the Office of Foreign Assets Control prohibits conducting financial transactions with nationals, residents, or banks of your country, you must not use our Service.
  • You must be the minimum age required to enter into a contract in the area in which you reside, and, in any event, must not be less than 18 years of age.
  • You must not sign up on behalf of a natural person other than yourself.
  • You must, if signing up on behalf of another person other than a natural person, such as a corporation, or an “investment syndicate,” be authorized by that other person to bind them to this Agreement (such as by being authorized by a corporation), and you agree that you are hereby binding both you and that person to this Agreement and that both of you shall be jointly and severally liable to InCrowdEquity for either party’s actions.
  • You must provide us with accurate personal information, payment information, and other information that we deem necessary to provide you with our Service.
  1. Information and Disclaimers Regarding Securities Offerings

Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission, unless the sale qualifies for an exemption. Certain Businesses may use one or more of the “private placement” exemptions because they allow them to raise capital without complying with the costly and time-consuming registration process. One of the requirements of the “private placement” exemption is that neither the company which is offering its securities nor any person acting on the issuer’s behalf may offer or sell the securities by any form of “general solicitation”. Furthermore, many states and foreign countries all have jurisdiction-specific regulations governing securities transactions that must be observed. Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if: (i)The investors in the offering are all accredited investors; and (ii) the company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like. You must make your own assessment regarding regulatory requirements as may be applied to your activities on our Site.

Investors: You understand and agree that InCrowdEquity is not acting as an investment advisor or in any other capacity in relation to Investors or Businesses, and that InCrowdEquity is not in any way responsible for the success or failure of that investment and you are not relying on our advice. you understand that our decision to feature a limited number of specific businesses is based solely on our desire to provide a platform where investors can see the maximum amount of information about a limited number of businesses at any given time, but that we in no way recommend any of the businesses for investment, or endorse their fitness for investment, or warrant the accuracy of the information provided by the businesses featured on our site. You specifically agree and acknowledge that you are not relying upon any person, other than the underlying issuer and its officers and directors, in making your investment or decision to invest in any of the featured Businesses.

Businesses: if you are a featured business, you understand and agree that you are solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an accredited investor and whether any investment complies with the terms of your local law (whether the law of a us state, or the law of any foreign government with jurisdiction over you or any investor). We have created a questionnaire that is designed to make investors think about whether they really are accredited investors, but we do not verify the representations that investors make.

  1. Rules of Use

Certain rules apply to how Users use our Service and what they may post to it.  You must not:

  • Violate the laws of the United States, its states, or any foreign political entity having jurisdiction over this Agreement, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country.
  • Post or send anything violent, threatening, pornographic, racist, hateful, or otherwise objectionable according to the opinion of InCrowdEquity.
  • Provide incorrect or false information including, without limitation, false statements in connection with our “Accredited Investor Questionnaire.”
  • Infringe on anyone’s intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
  • Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the InCrowdEquity Site, Service, or its Users’ computers.
  • Do anything else which could bring InCrowdEquity into disrepute or which could violate the rights of any person.
  1. License Restrictions

You agree that by using our Service, you are receiving a license to use one copy of our web-based software (commonly known as “SaaS”) in compliance with this Agreement, applicable laws, and any additional terms located on our Site which are hereby incorporated into this Agreement by reference.  You must not attempt to reverse engineer, redistribute or resell or otherwise copy or manipulate our Service.  You must not download the media created by other Users on our Site, even if it is for your own private use.

InCrowdEquity may revoke its license to you at any time for any reason without notice or explanation, and we shall not, in any event, be liable to you for any losses suffered as a result of any unanticipated cancellation of our Service.  InCrowdEquity will generally attempt to notify you prior to cancelling your access to our Service unless you have breached this Agreement or any applicable law, though we are not obligated to do so.

  1. Server Downtime

Our Service may become unavailable from time to time due for security reasons, legal reasons, technical updates, or other reasons.  You agree that we are not obligated to inform you of such downtime—even if we are aware that it may occur—or to provide a reason for it, and that you release us from all liability relating to the unavailability of our Service.

  1. Our Copyright

InCrowdEquity relies on the uniqueness of its Site and content to distinguish itself from third party competitors.  You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site, including content licensed to InCrowdEquity by third parties, without receiving our prior written permission.

  1. Your Copyright

InCrowdEquity must be assured that it has the right to use the content that is posted to its Site by its Users.  Such content may include, but is not limited to, photographs, videos, text, audio, and other materials.  Whenever submitting content to our website, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sublicensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that you submit to us.  You warrant to us that you have the right to grant us this right over the content, and that you will indemnify us for any loss resulting from a breach of this warranty and defend us against claims regarding the same.

  1. Trademarks

“InCrowdEquity” is a trademark used by us, In Crowd Equity, Inc., to uniquely identify our Site, Service, and business.  You agree not to use this phrase anywhere without our prior written consent.  Additionally, you agree not to use our trade dress, or copy the look and feel of our website or its design, without our prior written consent.  You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting your own equity fundraising platform or other service, whether or not it competes directly or indirectly with InCrowdEquity.

  1. Revocation of Consent

We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time.  You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.

  1. Copyright & Trademark Infringement

We take copyright infringement very seriously, and we have registered a Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act.  If you believe that your copyright has been infringed, please send us a message which contains:

 

  • Your name.
  • The name of the party whose copyright has been infringed, if different from your name.
  • The name and description of the work that is being infringed.
  • The location on our website of the infringing copy.
  • A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
  • A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification electronically and send it to our Copyright Agent at support@InCrowdEquity.com.

 

Although U.S. law does not provide for a similar procedure for trademark infringement, we recommend that you send us similar information to that above in regards to any allegation of trademark infringement, and we will address it as soon as practicable.

  1. Communications Decency Act

Similar to the DMCA provisions above, United States law—specifically Section 230 of the Communications Decency Act—creates a defense for us for the actions of third parties in regards to any defamatory content posted on our Site.  Although we are not liable for defamatory words posted on our website by our Users even if given notice, we do prohibit defamation under this Agreement and we may, if we believe the situation warrants it, take action against the offending User.  Please notify us at support@InCrowdEquity.com if any of our Users have posted anything that you believe is defamatory.  Note that administrators and management should, ideally, be the first party you contact in response to any defamation by another User.

  1. Representations & Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE.  YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT.  TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.

 

YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.

 

WE ARE NOT RESPONSIBLE FOR ANY ERRORS IN INFORMATION PROVIDED THROUGH OUR SERVICE OR ANY OTHER DAMAGE THAT MAY ARISE FROM SUCH CONTENT.

 

WE ARE NOT LIABLE FOR ANY FAILURE OF THE BUSINESSES IN WHICH ANY INVESTOR MAY INVEST; ALL SUCH INVESTMENT IS DONE AT THE INVESTOR’S SOLE RISK.

 

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT.  NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

 

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law.  Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

 

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE.  YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

  1. Indemnity

You agree to indemnify and hold us harmless for any claims by you or any third party which may arise from or relate to this Agreement or the provision of our service to you, including any damages caused by your use of our Service.  You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases.  You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements.  In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim, and you shall be liable for the damages as though we had proceeded with a trial.

  1. Choice of Law

This Agreement shall be governed by the laws in force in the State of New York.  The offer and acceptance of this contract are deemed to have occurred in the State of New York.

  1. Forum of Dispute

You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in the State of New York.  Specifically, where the subject matter of a dispute is eligible for it, you agree that any disputes shall be heard solely within the Civil Court of the City of New York – Small Claims Part (“Small Claims Court”).

If a dispute claims multiple claims and one or more of those claims would be eligible to be heard by the Small Claims Court, you agree not to bring the other claims against us and to instead proceed within the Small Claims Court.

If you would be entitled in a dispute to an amount exceeding the monetary jurisdiction of the Small Claims Court, you agree to waive your right to collect any damages in excess of the monetary jurisdiction and instead still bring your claim within the Small Claims Court.  At the time of drafting this Agreement, the monetary jurisdiction of the Small Claims Court is $5,000.

You agree that if a dispute is eligible to be heard in Small Claims Court but you would be entitled to an additional or alternative remedy in a higher court, such as injunctive relief, you will waive your right to that remedy and still bring the dispute within the Small Claims Court.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.

  1. Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

  1. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, InCrowdEquity shall have the sole right to elect which provision remains in force.

  1. Non-Waiver

InCrowdEquity reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law.  Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

  1. Termination & Cancellation

We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases.  Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.

Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.

  1. Assignment of Rights

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

  1. Amendments

We may amend this Agreement from time to time.  When we amend this Agreement, we will post the changes here and e-mail you to inform you that there has been a change.  Your continued use of our Service shall constitute your acceptance of such changes.

  1. Corporate Information

In Crowd Equity, Inc. is a corporation formed lawfully in the State of Delaware and conducting its affairs in the State of New York.  Any service of legal process or other inquiries should be sent to our corporate address registered with the Department of State of the State of New York, the most current information for which may be found by querying our corporate information with its Division of Corporations.

  1. California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about InCrowdEquity must be addressed to our agent for notice and sent via certified mail to that agent.  For our agent’s most current contact information, please send a request to support@InCrowdEquity.com.

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Last Modified:  April 2, 2015

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