Terms Of Use

Last Updated: August 4, 2015

These Terms of Use set forth the legally binding terms and conditions for your use of the websites and other services at crowdsupply.com, all subdomains thereof, any domains owned or controlled by Crowd Supply, Inc. that redirect to crowdsupply.com or subdomains thereof, and any service owned and operated by Crowd Supply, Inc. By using any of the abovementioned websites or services in any manner, including, but not limited to, visiting or browsing a webpage or contributing content, information, or other materials or services to a webpage or service, you agree to be bound by these Terms of Use and all other operating rules, policies, and procedures that may be published by Crowd Supply, Inc. which are incorporated herein by reference. These Terms of Use do not alter the terms or conditions of any other agreement you may have with Crowd Supply, Inc. If you are using the Service on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf and that such entity agrees to be responsible to Crowd Supply, Inc. if you violate these Terms of Use.

Definitions

General Definitions

Agreement: this document, the Terms of Use.

Company, Crowd Supply, we: Crowd Supply, Inc.

Content: information, data, media assets, copyrightable works, and associated trademarks, including, but not limited to videos, photographs, images, artwork, graphics, audio clips, comments, databases, text, software, scripts, and metadata.

Site: data and content served from crowdsupply.com or any subdomains thereof, as well as any domain or subdomain owned and operated by the Company that redirects to crowdsupply.com or any of its subdomains.

Service: the Site in conjunction with any services owned and operated by the Company.

Payment Processor: the company (currently Stripe, Inc.) that handles all credit card transactions made in conjunction with the Service.

Pre-order: a payment made by a Customer in exchange for a product or service that is not available at the time of payment, but is expected to be available in the future.

Pre-order Period: the time between the end of a product’s Campaign and the date when all of the Premiums from the product’s Campaign have been shipped to its Backers. In the case of a product that was crowdfunded outside the Service, then the equivalent period of time, as determined solely by Crowd Supply.

User Definitions

User: any individual or entity who partakes of the Service.

User Submission: any Content contributed, added, created, uploaded, submitted, distributed, collected, posted, or otherwise made accessible to the Service by a User.

Backer: a User who makes a Pledge to a Campaign.

Customer: a User who purchases a product or places a Pre-order for a product through the Service.

Creator: a User responsible for running a Campaign, filling Pre-orders, or otherwise supplying products for commercial sale.

Crowdfunding Definitions

Campaign: a combination of one or more Premium Levels, a single Funding Goal, a single Funding Deadline, and explanatory media assets (text, images, video, etc.) as displayed on the Site and as submitted by the Campaign’s Creator.

Pledge: the specific monetary sum agreed to by a Backer before the Campaign Deadline in exchange for a corresponding Premium to be delivered after the Campaign has met its Funding Goal. If the Campaign does not meet its Funding Goal, then the Pledge is not collected.

Premium Level: the class of Premiums from which a Backer, in exchange for a specified Pledge amount, may freely choose to have delivered, and the estimated delivery date of such a Premium.

Premium: the specific good or service, whether tangible or intangible, chosen by a Backer to be delivered by a Creator or the Creator’s agents in exchange for a Pledge made by the Backer.

Funding Goal: the sum of Pledges that must be made to a Campaign by the Campaign Deadline in order to initiate the collection of those Pledges and deem the Campaign a success.

Campaign Deadline: A date, time, and timezone specifying the end of a Campaign and beyond which Pledges are no longer accepted.

Summary of Service

The Service offers Users three primary ways to interact with a product or product idea:

  1. Backers can support a Creator’s product idea via Pledges to a crowdfunding Campaign.

  2. Customers can place Pre-orders for a Creator’s product not yet available with the expectation that the Creator will work to make the product available in the future.

  3. Customers can purchase a Creator’s in-stock products via an online retail transaction.

Each of these interactions entails specific risks, expectations, and obligations for Users, as detailed in the remainder of these Terms of Use. By using the Service, or any portion thereof, you agree to be bound by this Agreement.

Crowdfunding Campaigns

The Service offers Users the opportunity to become Backers of Campaigns in order to help fund the creation, development, or enhancement of a product or service. The Creator offers the Backer a Premium in exchange for the Backer’s Pledge.

Pledges

By using the Service to run a Campaign, you as the Creator are offering Users the opportunity to enter into an agreement with you. By using the Service to make a Pledge to a Campaign, you as the Backer accept that offer and an agreement between Backer and Creator is formed. Crowd Supply is not a party to the agreement between the Backer and Creator. All dealings related to Campaigns are solely between Users, regardless of the Company’s role as an intermediary.

Backers agree to provide their payment, contact, and mailing information at the time they make a Pledge to a Campaign.

Backers will be informed of the Pledge amount and any additional fees at the point they commit to making a Pledge.

Pledges to a Campaign must be made before the Campaign Deadline.

Backers consent to Crowd Supply and the Payment Processor charging their credit card for the full Pledge amount as follows:

  • A Pledge made prior to the Campaign meeting its Funding Goal will be charged to the Backer’s credit card as soon as the Funding Goal is met.

  • A Pledge made after a Campaign has met its Funding Goal will be charged to the Backer’s credit card at the time the Pledge is made.

  • If a Campaign has not met its Funding Goal by the Campaign Deadline, then no Pledges are collected and the credit cards of the Campaign’s Backers will not be charged for those Pledges.

Backers agree to have sufficient funds or credit available to ensure that the Pledge is collectible at the time of collection.

Crowd Supply reserves the right to cancel a Pledge at any time and for any reason.

Fulfillment of Premiums

Associated with every Premium Level in a Campaign is an estimated ship date determined by the Campaign Creator. A Premium Level’s estimated ship date may change based on the number of Pledges received, the Creator’s most up-to-date assessment, or other factors. When a Pledge is made for a Premium Level, the associated estimated ship date at the time of the Pledge is considered a good faith estimate of when the associated Premium will be shipped to the address provided by the Backer making the Pledge.

Campaign Creators may have the option to enter into a separate Fulfillment Agreement with Crowd Supply to distribute Premiums on their behalf. Entering into the Fulfillment Agreement for Premiums is required if Creators want their product to to remain available through the Service as a Pre-order product after the Campaign Deadline. If Creators do not enter into a separate Fulfillment Agreement, then Creators are responsible for fulfilling Backers’ Premiums by other means.

Backers must accept the risk that Premiums may be late, or in some cases, not deliverable at all.

Crowd Supply will not refund Pledges already collected.

A Creator is not required to grant a Backer’s request for a refund unless the Creator is unable or unwilling to fulfill the Premium owed to the Backer.

A Creator is required to fulfill all Premiums of a Creator’s successful Campaign or refund Pledges to any Backer whose Premium the Creator does not or cannot fulfill.

A Creator may cancel and refund a Backer’s Pledge at any time and for any reason, and, in so doing, is not required to fulfill the Premium.

Campaign Creation

A Campaign and all its constituent Content must be provided by the Campaign’s Creator to Crowd Supply for review before the Campaign becomes publicly accessible via the Site.

Crowd Supply reserves the right to reject, cancel, interrupt, remove, or suspend a Campaign at any time and for any reason. Crowd Supply is not liable for any damages as a result of any of those actions.

Crowd Supply, in its sole discretion, will accept or reject a proposed Campaign.

Crowd Supply, in its sole discretion, may or may not give feedback to the Creator of a rejected Campaign.

Other than revising and resubmitting the proposed Campaign, a Creator of a rejected Campaign has no recourse for compelling Crowd Supply to accept the Campaign.

Revision of a previously rejected Campaign, regardless of the extent or nature of that revision, even if the revision was carried out based on feedback previously given by Crowd Supply, does not guarantee future acceptance of the Campaign.

Campaign Fees and Transfer of Campaign Funds

Collecting a Pledge comprises the following steps:

  1. The Payment Processor charges the full amount of the Pledge to the credit card of the Backer who made the Pledge.

  2. The Payment Processor takes from the total Pledge amount its fee, which at the time of this writing is 2.9% of the total Pledge amount plus US$0.30. The remainder of the Pledge amount is transferred by the Payment Processor to Crowd Supply

  3. Crowd Supply keeps its fee (5% unless otherwise agreed) and reserves estimated shipping and handling fees, if appropriate, before transferring the remaining funds to the Campaign Creator. Estimated shipping and handling fees will be reconciled with actual shipping and handling fees once all Premiums have shipped.

Due to occasional failures of payments from Backers, Crowd Supply cannot guarantee to Creators that every Pledge will be collected.

Creators should not take any action in reliance on having their Campaign posted on the Site or having any of the funds from Pledges until they have the ability to withdraw and spend those funds. There may be a delay between when collection of Pledges commences and the Creator having access to the funds.

Pre-orders

The Service may offer for Pre-order products from Campaigns that have successfully met their Funding Goal but are not yet generally available, or products crowdfunded or otherwise developed outside the Service but not yet generally available.

Placing a Pre-order

By using the Service to accept Pre-orders, you as the Creator are offering Users the opportunity to enter into an agreement with you. By using the Service to place a Pre-order, you as the Customer accept that offer and the agreement between Customer and Creator is formed. Crowd Supply is not a party to the agreement between the Customer and Creator. All dealings related to Pre-orders are solely between Users, regardless of the Company’s role as an intermediary.

Customers agree to provide their payment, contact, and mailing information at the time they place a Pre-order.

Customers will be informed of the cost of the Pre-order and any additional fees at the point they commit to placing the Pre-order.

Pre-orders for a product can only be placed during the product’s Pre-order Period.

Customers consent to Crowd Supply and the Payment Processor charging their credit card for the full Pre-order amount at the time the Pre-order is placed.

Customers agree to have sufficient funds or credit available to ensure that the Pre-order payment is collectible at the time the Pre-order is placed.

Crowd Supply reserves the right to cancel a Pre-order at any time and for any reason.

Fulfillment of Pre-orders

Associated with every product available for Pre-order is an estimated ship date determined by the product Creator. A Pre-order product’s estimated ship date may change based on the number of Pre-orders received, the Creator’s most up-to-date assessment, or other factors. When a Pre-order is placed for a product, the estimated ship date at the time the Pre-order is placed is considered a good faith estimate of when the associated product will be shipped to the address provided by the Customer placing the Pre-order.

Pre-orders may be fulfilled by Crowd Supply. Creators offering Pre-orders may enter into a separate Fulfillment Agreement with Crowd Supply to distribute Pre-orders on their behalf.

Customers must accept the risk that Pre-orders may be late, or, in some cases, not deliverable at all.

Customers may cancel a Pre-order at any time and for any reason before the Pre-order ships in exchange for an equivalent amount of credit for later use in the Service.

Offering a Product for Pre-order

Content relating to a product offered for Pre-order must be provided by the product Creator to Crowd Supply for review before the product is publicly listed as available for Pre-order via the Site.

Crowd Supply reserves the right to reject, cancel, interrupt, remove, or suspend a product listed for Pre-order at any time and for any reason. Crowd Supply is not liable for any damages as a result of any of those actions.

Crowd Supply, in its sole discretion, will accept or reject proposed Pre-order products.

Crowd Supply, in its sole discretion, may or may not give feedback to the Creator of a rejected Pre-order product.

Other than revising and resubmitting the proposed Pre-order product, a Creator of a rejected Pre-order product has no recourse for compelling Crowd Supply to accept the Pre-order product.

Revision of a previously rejected Pre-order product, regardless of the extent or nature of that revision, even if the revision was carried out based on feedback previously given by Crowd Supply, does not guarantee future acceptance of the Pre-order product.

A Creator must have an account with the Payment Processor before the Creator’s proposed Pre-order product is accepted.

Pre-order Fees and Transfer of Pre-order Funds

Pre-order funds are collected as soon as the Pre-order is placed. Collecting Pre-order funds comprises the following steps:

  1. The Payment Processor charges the full amount of the Pre-order to the credit card of the Customer who placed the Pre-order.

  2. The Payment Processor takes from the total Pre-order amount its fee, which at the time of this writing is 2.9% of the total Pre-order amount plus US$0.30.

  3. The Payment Processor transfers to Crowd Supply a Pre-order fee of 10% of the total Pre-order amount.

  4. The remainder of the Pre-order amount is transferred by the Payment Processor to Crowd Supply and reserved for the Creator for the end of the Pre-order Period, at which point all such reserved funds will be transferred from Crowd Supply to the Creator via check or wire transfer.

Creators should not take any action in reliance on having their Pre-order product posted on the Site or having any of the funds from Pre-orders until they have the ability to withdraw and spend those funds. There may be a delay between the end of the Pre-order Period and the Creator having access to the funds.

E-commerce

The Service may offer for sale products that are in-stock or readily available for drop shipment.

The Company’s Role

Crowd Supply accepts no responsibility for the use of Premiums, Pre-orders, or products and makes no warranty, either expressed or implied, as to their fitness or applicability for any particular use.

Crowd Supply is not liable for any damages or loss incurred related to Premiums, Pre-orders, products, or any other use of the Service.

Crowd Supply is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with Premiums or use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with Campaigns, Pre-orders, and products on the Site.

Crowd Supply does not control the performance or punctuality of Campaigns or Pre-orders.

The Company does not endorse any User Submissions.

You release Crowd Supply, 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 the Service.

Privacy Policy

Crowd Supply’s Privacy Policy details how we collect, use, and share information about Users.

Amendment of Terms of Use

The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use. If we make changes to these Terms of Use, we will provide Users with notice of such changes, such as by sending an e-mail, providing notice through the Site, or by updating the “Last Updated” date at the top of these Terms of Use and posting the updated Terms of Use on the Site. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Modifications to the Service

The Company reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

Eligibility

The Service, in whole or in part, may not be available to you if you reside outside the United States. You represent and warrant that: (i) you are at least the legal age in your jurisdiction to form a binding contract, (ii) all registration information you submit is accurate and truthful, (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (iv) you are not identified as a “Specially Designated National”, (v) you are not placed on the Department of Commerce’s Denied Persons List, and (vi) you will not use the Service if the laws of your country prohibit you from doing so in accordance with these Terms of Use. The Company may, at its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or applicable laws. You are responsible for all of your activity in connection with the Service. You shall not personally, and shall not permit any third party using your account to, take any action, or submit Content, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract; (ii) you know is false, misleading, or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy; (iv) constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; (vi) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or (vii) impersonates any person or entity, including any employee or representative of the Company.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

Creators agree to not abuse other Users’ personal information. Abuse is defined as using personal information for any purpose other than those explicitly specified in the Creator’s Campaign, profile, or project; or is not related to fulfilling delivery of a product or service explicitly offered by the Creator.

Registration

You may view Content on the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register and create an account with the Company, select a User ID by which the Service will refer to you, and select a password to protect your account. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You shall not use as a User ID, project name, or 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. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID, name, or term. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User’s account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

Fees and Payments

Registering and creating an account to use the Service offered by Crowd Supply is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.

Funds from Pledges by Backers, Pre-orders placed by Customers, and products ordered by Customers are collected by the Payment Processor. Crowd Supply is not responsible for the performance of the Payment Processor.

Third-Party Sites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

Intellectual Property and Limited License

Through the Site, e-mail, websites, and other media, the Service makes accessible Content. You agree that the Service contains Content provided by the Company and its partners and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service. Unless otherwise indicated by us, the Service and all content and other materials therein, including, without limitation, the Crowd Supply logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Crowd Supply Materials”) are the proprietary property of Crowd Supply or our licensors or suppliers and are protected by U.S. and international laws.

The Company grants to each User of the Service a worldwide, non-exclusive, non-sub-licensable and non-transferable, limited license to use and reproduce the Crowd Supply Materials, solely for personal or internal business use. Such license is subject to these Terms of Use and does not include (i) any resale of the Service or the Crowd Supply Materials; (ii) the distribution, public performance or public display of any Crowd Supply Materials; (iii) modifying or otherwise making any derivative uses of the Service or the Crowd Supply Materials, or any portion thereof; (iv) use of any data mining, robots or similar data gathering or extraction methods; (v) downloading (other than the page caching) of any portion of the Service or the Crowd Supply Materials, except as expressly permitted by us; and (vi) any use of the Service or the Crowd Supply Materials other than for their intended purposes.

Any use of the Service or the Crowd Supply Materials other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

User Submissions

For all your User Submissions, you agree to the following terms:

Except as otherwise provided herein, on the Service or in a separate agreement, the Company will not have any ownership rights over your User Submissions. For all your User Submissions, you grant to the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully sub-licensable, transferable right to (and to allow others acting on its behalf to) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (i) the Service, (ii) the Company’s (and its successors’ and assigns’) businesses, (iii) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites). The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

You are publishing your User Submission, and you may be identified publicly by your name or User ID in association with your User Submission.

You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Crowd Supply all of the license rights granted herein.

You will pay all royalties and other amounts owed to any person or entity based on your User Submissions or the Company’s publishing or hosting of your User Submissions as contemplated by these Terms of Use.

The use or other exploitation of User Submissions by the Company and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

The Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.

All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that content originated.

The Company will not be liable for any errors or omissions in any Content.

The Company cannot guarantee the identity of any other Users with whom you may interact while using the Service.

All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.

DMCA Compliance

In accordance with the Digital Millennium Copyright Act (DMCA), Crowd Supply has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Crowd Supply also may terminate User accounts even based on a single infringement.

If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Crowd Supply’s Copyright Agent in writing as specified by the DMCA. Crowd Supply will remove infringing Content in accordance with the DMCA if properly notified that Content infringes copyright.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify Crowd Supply’s Copyright Agent in writing as specified in the DMCA. Content removed or disabled by mistake or misidentification will be reinstated in accordance with the DMCA.

Our designated copyright agent for notice of alleged copyright infringement is:

Crowd Supply, Inc.
Attn: Copyright Agent
Postal Address: 340 SE 6th Ave, Portland, OR 97214
Phone number: 800-554-2014
E-mail address: copyright@crowdsupply.com

Termination

The Company may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to the Company are non-refundable. All provisions of the Terms of Use that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Warranty Disclaimer

The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no duty to take any action regarding any of the following: which Users gain access to the Site; what Content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their Campaigns and products. You release the Company from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.

The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content.

The Service is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. The Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. The Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service. See the Privacy Policy for more information.

Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

Limitation of Liability

In no event shall the Company, nor its directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one hundred U.S. dollars ($100.00). Some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

By using the Service, you consent to receive from Crowd Supply all communications including notices, agreements, legally required disclosures, or other information in connection with the Service (collectively, “Contract Notices”) electronically. Crowd Supply may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.

Governing Law

These Terms of Use (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of Oregon and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Service are deemed a passive website that does not give rise to personal jurisdiction over Crowd Supply or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Oregon. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Service, shall be filed only in the state or federal courts located in Multnomah County in the State of Oregon and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

Severability

If any provision of the Terms of Use, or other referenced materials, is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use 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.

Miscellaneous

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

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