InCrowd Capital, LLC Terms of Service
Last Updated March 18th, 2014.
We reserve the right, in our sole discretion, to modify these Terms of Service, at any time, by providing you notice or by posting the new Terms of Service to our website. Your continued use of the Service constitutes your binding acceptance of these Terms, including any changes or modifications that we may make.
InCrowd Capital Service
InCrowd provides the Service as a platform to assist entrepreneurs in connecting with and communicating with investors. InCrowd is not a registered broker dealer. InCrowd does not evaluate, confirm, endorse, or otherwise stand behind any person’s statements or recommend any investment, or treat any email or other information you receive as a result of your access to the Service as a representation of any kind by InCrowd on which you should rely.
As part of the Service, InCrowd may, through independent consultants or otherwise, assist in structuring deal terms for investments, store legal documents and assist in regulatory compliance. InCrowd is not a law firm and may not perform services performed by an attorney. InCrowd and its Services are not substitutes for the advice of an attorney. The Service does not create an attorney-client relationship, and your use of the Service does not and will not create an attorney-client relationship between you and InCrowd. If you have questions about any investment terms or other legal obligations, rights or remedies, you should consult a licensed attorney.
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
Your Conduct and Use of the Service
By using this service you represent and warrant that you are at least 13 years old, and that if you are less than 18 years old, you have agreed to the service with the permission of a parent or legal guardian who has agreed to be responsible for your use of the Service. You also represent and warrant that you have the right, authority, and capacity to enter into this agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in the Service violates provisions of local law to which you are subject, you will cease using the Service and close your account.
As a condition of using certain aspects of the Service, you may be required to register, select a screen name and password. Companies must include their tax identification number to register with the Service and must have a bank account in the company’s legal name. You agree to provide true, accurate, current and complete information about yourself as requested in the Service's registration process and to update your information. You may not reveal your subscription password to anyone else and you may not use anyone else's password to access the Service. You are responsible for maintaining the confidentiality of your subscription account and password.
You shall not use as a screen name or identify your venture with any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. InCrowd reserves the right in its sole discretion to refuse registration of any account. You shall never use another account. You will immediately notify the InCrowd in writing of any unauthorized use of your account, or other known account-related security breach.
The Service allows users to communicate and enter into agreements with investors. Federal and state securities laws may have rules that govern these activities. You are responsible for being aware of and complying with these securities laws.
You agree that you will not use the Service in support of any illegal products or services or for any unlawful or fraudulent activity. You agree that you will not use the Service for transactions related to (i) items that are considered obscene or sexually oriented materials or services, (ii) ammunition, firearms or weapons regulated under applicable law, or (iii) any gambling or gambling-related activities. InCrowd reserves the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Service, with or without notice, if it appears is violating any laws or these Terms. InCrowd will not refund your retainer upon breach of these Terms.
Use of Content on the Service
All Content published on the Service are protected by copyright. You may not copy, modify, publish, participate in the transfer or sale of, distribute, perform, or display any other party’s materials or Content in whole or part in a manner inconsistent with fair use of copyright (17 U.S.C § 107).
“Content” includes the text, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials or information one may view on, access through, or contribute to the Service. By submitting Content to us, you grant InCrowd, our affiliates, and our business partners a worldwide, royalty-free, nonexclusive license to use, reproduce, publicly perform, publicly display, broadcast, encode, translate, transmit, distribute, synchronize and create derivative works from your Content, in whole or in part, alone or in compilation with Content provided by third parties, through any medium. By submitting Content for use with, through or on the Service, you represent and warrant that: (i) you have full right and power to enter into and perform under these Terms, and have secured all third-party consents, licenses and permissions necessary to enter into and perform under these Terms; (ii) the Content that you submit will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy or moral rights; and (iii) the Content that you submit is not and will not violate any law, statute, ordinance or regulation.
You agree to defend, indemnify, and hold InCrowd, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, any violations of these Terms of Service.
You agree that you will not (i) defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others; (ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; (iii) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer; (iv) download any file posted by another user that you know or reasonably should know, cannot be legally distributed in such matter, (v) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; or (vi) restrict or inhibit any other user from using and enjoying the Service. InCrowd reserves the right to remove any Content submitted to the Service without prior notice if it violates these Terms.
InCrowd reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms (including investigation of potential violations hereof), (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of InCrowd, its users and the public.
Investors can subscribe to a unique Micro-Angel Contribution Group (MAC Group), specific to the industry, geography or institution of their interest. Subscription to the group requires the acceptance of an annual payment for a subscription fee, as agreed upon by the investor during the sign-up process. Investors give InCrowd permission to charge the annual fee on the anniversary date of their initial sign-up. InCrowd reserves the right to raise the subscription fee every three years at an amount no greater than 10% higher than the current rate.
Upon signing up for a MAC Group, Investors agree to contribute the requested amount to be contributed to the fund portion of their MAC Group. Investors agree to submit the investment buy-in check on or before the requested date at sign-up. The investment funds are co-invested alongside any of the Investors using the InCrowd platform that have individually decided to invest in a specific company; they are not invested based on the input, opinions or recommendations of InCrowd.
In the event that the annual fee is no longer paid, the Investor will have their access to the investment platform revoked and they will no longer be able to access deal opportunities or view the rating system. However, they will not lose their investment in the fund portion of the MAC Group and will continue to receive communications and updates pertaining to the fund.
Investors can commit to investing in a business by submitting their committed investment amount online. At the end of the investment period, the entrepreneur will be able to select which investors who have committed they would like to include in the raise. The entrepreneurs and investors will then sign deal documents online to complete the deal. Investors will send payment by a method chosen by the entrepreneur. InCrowd simply acts as a conduit to facilitate these transactions and is not responsible for the consummation or enforcement of any investment. However, the executed deal documents will remain posted online for the entrepreneur and selected investors to access.
Investors using this platform must be classified as accredited investors, having at least $1 million in net worth, not including their primary residence, or having made at least $200,000 in income in each of the past two years with an expectation to earn at least $200,000 in income in the current year. Investors must send in a signed letter of confirmation from a licensed broker/dealer, attorney or accountant to certify their status as accredited investors.
As an investor you must use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money. You will be solely responsible for complying with applicable law regarding any transaction. The rating system employed by InCrowd provides scores based on the opinions of the other investors in your subscription group and are not based on the opinions of InCrowd or its employees and partners.
By using and viewing content made available through the Service, you may have an opportunity to access certain proprietary or sensitive information. Proprietary or sensitive information includes information that (i) is not generally disclosed to third parties without restriction on use or further disclosure, (ii) is expressly designated as confidential or proprietary, or (iii) is of such a nature that a reasonable person under the circumstances should understand or believe to be confidential. Proprietary information will not include information (i) in your possession or knowledge at the time of disclosure, (ii) disclosed by a third party not having an obligation of confidence, or (iii) becomes a part of the public domain (other than by my own act or omission) unless any such information is protected by applicable law, in which case it shall remain subject to restriction on use and disclosure as provided under such law.
You agree not to reproduce, publish, distribute, transmit or otherwise use proprietary or sensitive information in any way or for any purpose except as authorized within the Service.
If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please notify us immediately. You may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C § 512(c)(3)) to us at firstname.lastname@example.org.
Legal Policies and Service
You agree that InCrowd will not have any liability due to any causes beyond our reasonable control, including service outages, computer viruses, natural disasters or other destruction or damage of our facilities, an act of God, war, civil disturbance or other cause beyond our reasonable control. Use of the Service is subject to existing laws and legal process, and nothing contained herein will limit our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCROWD, and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (THE “InCrowd stakeholders”) will NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, infringing OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (ii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iii) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
INCROWD’S ENTIRE LIABILITY UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE GREATER OF ten u.s. dollars (US $10.00) OR THE MONEY PAYABLE TO InCrowd UNDER THIS AGREEMENT DURING THE six MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. ALL LIABILITY UNDER THIS AGREEMENT IS CUMULATIVE AND NOT PER INCIDENT.
These Terms of Service are governed by Tennessee law, excluding Tennessee's choice of law rules. The Service is intended for your personal use. You shall not transfer, assign or sublicense your license rights to any other person or entity, or use the Service on unauthorized equipment. You acknowledge and agree that any attempted transfer, assignment, sublicense or use shall be void. InCrowd will be entitled to reasonable attorneys’ fees and costs in connection with enforcing any provision of these Terms of Service due to any actual or suspected violation of these terms by you. These Terms of Service constitutes the entire agreement between you and InCrowd with respect to the Service, and supersedes all previous written or oral agreements. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Service will continue in effect. Some states 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 states, our liability and that of our third party content providers and their respective agents will be limited to the greatest extent permitted by law.