Agreement Summary

By accessing and using Crowdz’s services through your Seller Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the “Terms”). If the law or our functionality changes and affects the services we are able to offer you through your Seller Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Seller Account. Unless you have agreed otherwise in writing with Crowdz, these Terms govern your use of our services through your Seller Account. You and Crowdz may be referred to throughout these Terms individually as a “Party” and collectively as the “Parties”.

Section 1: DEFINITIONS

1.1 Definitions.

(a) “Seller Request” is a request you submit to Crowdz to create a deal, or Offer (Crowdbuy or Flashbuy), to sell your product or service through Crowdz’s Crowdz marketplace (“App or Online Site). The terms of the Seller Request are specified and submitted by you in accordance with Section 3.1; (b) “product/service” that evidences a customer’s purchase of an Offer and contains the terms of, and unique redemption information for, such Offer; (c) “the amount paid,” for the product/service means the amount that a purchaser pays for a product/service; (d) a product/service’s “Promotional Value” is the unpaid portion of the service’s value in excess of the amount paid. (For example, if a purchaser pays $10 for a service with a $25 Full Offer Value, that service’s Promotional Value would be $15); (e) a product/service’s “Full Offer Value” means the full value of the service for which the holder of a certificate will be able to redeem it on or before the Promotional Value Expiration, and is equal to the sum of its Promotional Value plus its amount paid; (f) as applicable, a service’s “Promotional Value Expiration” is the date and time after which a service’s Promotional Value may no longer be used (unless otherwise required by law), and after which time and date, the service may only be redeemed for its amount paid unless refunded in accordance with Crowdz’s Reward Disclaimer and applicable law; (g) “Sales Period(s)” means the date (or dates) and period (or periods) of time an Offer (Crowdbuy or Flashbuy) will be available for purchase as specified in Section 3.1.

Section 2: Crowdz SELLER ACCOUNT

2.1 Seller Account.

In order to use certain services, you are required to be registered with a special account through Crowdz (your “Seller Account”). Your Seller Account will facilitate your use of various Crowdz services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with Crowdz. You are responsible for maintaining the confidentiality of your Seller Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Crowdz of any unauthorized use of your password or Seller Account or any other breach of security related to the App or website. Crowdz is not and will not be liable for any loss or damage arising from your failure to manage your Seller Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorized Crowdz personnel. In addition to the other rights set forth herein, Crowdz reserves the right to refuse service and/or access to the App or website to you or any other merchant(seller) at any time without notice for any reason. When using your Seller Account and the App or website directly, or indirectly via an authorized agent, to submit and manage other deals, you accept and comply with certain terms and conditions applicable to merchants. Crowdz may offer certain optional features or functionalities within your Seller Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.

2.2 Merchant Center.

The Merchant Center is the section of your Seller Account (in contrast to any individual user account you may maintain) where Merchants may directly, or indirectly through an authorized employee or representative, access information about past Offers that have run through the Program and manage Active Offers. You may use your Seller Account to submit a request to launch a new Offer through a Program and suspend or stop a particular Active Offer (Crowdbuy or Flashbuy). Within the redemption section of your Seller Account, you may also submit product/service redemption data for your Offers and download lists of deal codes.

Section 3: PROGRAM PARTICIPATION AND YOUR OFFER

3.1 Creation of Offers.

By participating in the App, you shall define the conditions of, and may supply the content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, an Offer through your Seller Account. Submission of an Offer does not obligate Crowdz to accept the Offer or any of its contents nor to promote the Offer, and is not binding on Crowdz until Crowdz actually promotes the Offer on the App. At the point Crowdz begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an “Active Offer” during such Sales Period(s) unless Crowdz earlier terminates the Offer for any or no reason. You are responsible and liable for all Offer content and terms, and for Crowdz’s or any purchaser’s use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.

3.2 Promotion of Offers.

If Crowdz accepts your Offer, Crowdz may promote the Offer using any method and through any medium that Crowdz deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Crowdz. Crowdz further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. Crowdz will promote your Offer to Crowdz customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of product/services that may be offered through an Offer, Crowdz will use all commercially reasonable efforts to stop promoting your Offer accordingly.

3.3 Distribution of Certificates.

Once Crowdz has received payment from a purchaser of the amount paid, Crowdz will authorize for use, and make a certificate available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The certificate will include any restrictions or limitations on the use of the certificate you have specified in the Offer. Purchasers, or their authorized transferees, may then redeem the Offer by presenting their certificate to you as printed certificate, through their mobile devices, or any other media that Crowdz has adopted for certificate redemption.

3.4 Responsibility for Offer and Product/services.

You acknowledge that you are the seller of your Offer and the issuer of the product/services. You also are responsible and liable for: (a) the decision to make your Offer available through the Crowdz services; (b) fulfilling your Offer with respect to all product/service holders; (c) supplying and shipping all goods and/or services specified in the Offer; (d) handling any and all returns, exchanges, complaints, disputes, or refunds from customers.

3.41 Inventory for Product.

The merchant is responsible for all shipments of products to the customer and manages shipment for inventory to and from the customer. Crowdz does not hold the inventory but sellers must manage inventory and sell those items which they current inventory, maintain on in house EOQ levels, or have verifiable open PO’s. Sellers are to operate in a drop ship model, where all product is picked, packaged and shipped from seller (or sellers agents) directly to Crowdz customer ship to address on record. Terms of returns should be spelled out by the seller and the seller deals directly with customer for returns. Once the deals are returned to the seller they authorize Crowdz to adjust payment if needed (debit/credit) ensuring return costs are covered by the seller.

3.5 Redemption Obligations.

You shall comply with your obligations specified in these Terms, the Offer and other obligations regarding the use of your Seller Account. In addition, when redeeming deals, you shall: (a) honor the deal during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the deal; (c) honor any certificate presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the certificate or, (ii) you reasonably believe that individual obtained the product/service in an unauthorized or illegal manner, in which case you shall immediately contact Crowdz and explain the circumstances; and (d) comply with the terms and conditions stated on the deal without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the deal. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer (“Fine Print”) in the Offer, and Crowdz shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.

3.6 Your Third Party Merchants.

You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a “Third Party Merchant”). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.

3.7 License to Your Content.

You hereby grant Crowdz a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Crowdz in your Seller Account or otherwise use to describe your Offer (“your Content”) in any and all media or formats in connection with Crowdz’s fulfillment of its rights and obligations under these Terms, including the promotion of Offers and distribution of product/services.

3.8 Press Release.

Crowdz may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a merchant. Press releases will be reviewed by both parties to insure agreeable satisfaction of the desired message by both parties. Crowdz agrees to work with Seller(s) to produce and distribute press releases and in some instances will make requests of sellers to share in the costs associated with producing and distributing such methods of marketing

Section 4: PAYMENT TERMS

Payment terms governing your Offer are as set forth below, unless you have a separate written agreement with Crowdz expressly modifying the terms of your payment under a particular Program. Payment terms for any non-Program Offers are contained in the applicable contract you entered with Crowdz by accepting the terms and conditions governing your Seller Account or otherwise. Unauthorized Redemptions will not be considered Now Validated Redemptions. Crowdz will pay you the Now Remittance Amount for all then-Now Validated Redemptions (the “Now Aggregate Net Amount”). Crowdz will establish the Now Aggregate Net Amount due for a particular deal following the applicable deals’ promotional expiration, and will arrange for payment of for any Now Aggregate Net Amounts due in such form and on such a schedule as will be communicated at the time the Offer is established.

Current rates include the following:

• Sellers pay $0.99 per buyer transaction and 5% of the value (revenue value) of each completed and paid transaction. These fees will be deducted automatically prior to Seller receiving payment for the goods and or services sold via the Crowdz APP or website. For Crowd Buys, Sellers are paid at the lowest price once the Crowdbuy closes and the difference between the price paid by customer and the final Crowdbuy price is reconciled within the app to the customers RewardZ account in the form of in-store Crowdz credits to be used for future purchases via Crowdz App or Website.

Section 5: TERM AND TERMINATION

5.1 Term.

These Terms are effective on the earlier of the date on which you first access the Merchant Center through your Seller Account, accept the Seller Account Terms, or submit an Offer. These Terms will remain in effect through the expiration of all current products and/or services and/or certificates’ amount paid or such earlier date as all products and/or services and/or certificates are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.

5.2 Termination.

Crowdz may terminate these Terms and suspend your access to the Seller Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Offer made by you through Crowdz’s programs and services; (b) you fail to redeem or cause the redemption of any deal to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these Terms or any other agreement you have with Crowdz, or (d) or otherwise misuse, repeatedly abuse Program guidelines or Crowdz standards that have been communicated to you in advance., or in any way engage in conduct, which in Crowdz’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Crowdz or any Crowdz customer.

5.3 Suspension of a Program Offer.

Notwithstanding anything herein to the contrary, you or Crowdz may cancel or suspend a Program Offer through your Seller Account for any or no reason.

5.4 Obligations Upon Termination; Survival of Relevant Provisions.

Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid deal, Crowdz’s obligation to pay you for validly redeemed product/services, or modify or eliminate your obligation to redeem any valid deal pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

Section 6: REPRESENTATIONS AND WARRANTIES

6.1 By Both Parties.

Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.

6.2 By you.

You represent and warrant to Crowdz that: (a) you and any Third Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to the terms and presentation of the deal; and (ii) will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply to the redemption of the deal or the supplying of goods or services; (b) your Content, your representations about your business, and your redemption process for deal, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein; (d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.

6.3 NO FURTHER REPRESENTATIONS.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Crowdz DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. Crowdz MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APP OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY Crowdz (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE APP AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY Crowdz AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS.

Section 7: INDEMNIFICATION

7.1 You, at your sole cost and expense, shall defend, indemnify and hold Crowdz, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, “Claims”) from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) (collectively, “Losses”) arising out of or relating to any of the following: (a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a deal; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding deal, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (f) your Content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

7.2 By Crowdz.

Crowdz, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) Crowdz’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Crowdz (excluding Crowdz’s use of materials provided or authorized for Crowdz’s use by, you).

7.3 Indemnification Process.

The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Crowdz is the indemnifying Party, Crowdz shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Crowdz’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS

8.1 General.

You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the product/services, comply with any and all state, federal and local laws, rules regulations, and orders, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern false, unfair and deceptive practices, product/services, gift cards, coupons, certificates and/or gifts (collectively “Laws”). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all of Crowdz’s Program requirements and product -specific policies applicable to product/services (“Rules”), which Rules may require you to do more than the Laws alone might mandate.

8.2 Health and Safety.

You represent and warrant that all good or services provided in connection with any Offer are safe and comply with all applicable Laws regarding health and safety, fire, and hygiene standards (collectively, “Health Laws”). At Crowdz’s request, you will promptly provide copies of any applicable facility operating license(s), or similar credentials or documents evidencing your and your facility(ies) compliance with the Health Laws. You shall ensure that your facilities and operations remain in compliance with all applicable Health Laws during the term of these Terms. Crowdz reserves the right to immediately terminate its relationship with you, and to refuse to promote your Offer, if it believes you do not fully comply with any or all applicable Health Laws.

8.3 Authorization Documents.

You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if Crowdz has accepted a particular Offer, Crowdz shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the Crowdz services.

8.4 Regulatory Documents.

You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide Crowdz with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions (“Regulatory Documents”). Even if Crowdz has accepted the Offer, Crowdz shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the Site and through the Crowdz services.

Section 9: CONFIDENTIALITY

9.1 Confidential Information.

Each Party agrees that (i) the terms set forth in a Seller Account are confidential, (ii) any information designated by the other Party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.

9.2 Obligation.

Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

9.3 Irreparable Harm.

Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.

Section 10: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA

10.1 Crowdz IP.

You acknowledge that Crowdz owns all right, title, and interest, including all intellectual property rights, in the Crowdz Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Crowdz to develop, promote, market, sell, generate, or distribute Offers and product/services and otherwise perform under these Terms (collectively the “Crowdz IP”). With respect to any Offer, you may use {{ app_name }}’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use Crowdz’s branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. Notwithstanding the above, you shall not use or display the Crowdz IP in any manner that states or implies that Crowdz has endorsed or approved the Offer or your products or services. Any use of Crowdz IP shall comply with any {{ app_name }} usage guidelines posted on the Crowdz Site or provided to you from time to time. All goodwill and improved reputation in respect of and associated with the Crowdz IP shall inure to the sole benefit of Crowdz. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any Crowdz IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Crowdz IP without the express written consent of Crowdz. You shall not translate, reverse engineer, decompile or disassemble the Crowdz IP. Crowdz has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

10.2 Customer Data.

You acknowledge that Crowdz owns all data collected by, or on behalf of, Crowdz pursuant to these Terms, including all information and data of individuals who may or do purchase product/services (“Customer Data”). Subject to applicable Laws and in accordance with Crowdz’s policies and procedures, Crowdz shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the product/services, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the product/service, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by Crowdz, you may not use Customer Data for any purpose other than to redeem the product/services and service the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Crowdz’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Crowdz, and shall cooperate with Crowdz in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by Crowdz to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by Crowdz, destroy or return to Crowdz all the Customer Data in your or your Third Party Merchants possession.

Section 11: LIMITATIONS OF LIABILITY; INSURANCE

11.1 LIMITATION OF Crowdz’S LIABILITY.

Crowdz’S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY Crowdz PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL Crowdz BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, FRAUD, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY PRODUCT/SERVICE OFFERED UNDER THE APPLICABLE OFFER MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE PRODUCT/SERVICE AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.

11.2 NO CONSEQUENTIAL DAMAGES.

EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

11.3 Insurance.

You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon Crowdz’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Crowdz will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

Section 12: BINDING ARBITRATION

12.1 Binding Arbitration.

The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the Offer shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Crowdz; (c) the arbitrator shall apply California Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Crowdz’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Crowdz will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Crowdz shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.

Section 13: MISCELLANEOUS

13.1 Electronic Communications and Notices.

You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from {{ app_name }} in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Crowdz provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Seller Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Seller Account, and in Crowdz’s case, to Crowdz Intelligence, Inc., at Crowdz.io

13.2 Force Majeure.

Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

13.3 Relationship of the Parties.

The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way. Crowdz is not a vendor or co-vendor of your goods and services.

13.4 Agreement.

These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties. In the event of a conflict between these Terms and the terms of your Offer, these Terms shall govern.

13.5 Interpretation.

The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

13.6 Invalidity of a Provision.

If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.

13.7 Waivers.

One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

13.8 Assignment.

You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Crowdz’s prior written consent, and any attempt to do so shall be void and unenforceable.

13.9 Successors and Assigns; No Third Party Beneficiaries.

These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except as expressly set forth herein or in a particular Offer.

1. CONTRACTUAL RELATIONSHIP

These Terms of Use ("Terms") govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the "Services") made available in the United States and its territories and possessions by Agora Intelligence, Inc. and its subsidiaries and affiliates. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words "including" and "include" mean "including, but not limited to."

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Crowdz. If you do not agree to these Terms, you may not access or use the Services. Crowdz may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Crowdz may amend the Terms related to the Services from time to time. Amendments will be effective upon Crowdz's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

2. THE SERVICES

The Services constitute a technology platform that enables users (Leaderz) of Crowdz's mobile applications or websites provided as part of the Services (each, an "Application") for Leaderz to use to bring on referrals (both sellers and buyers) and earn a commission of 1 percent for the next 2 years on all transactions from the referred, provided that the referred acknowledges referral upon signing on as a user. YOU ACKNOWLEDGE THAT Crowdz DOES NOT PROVIDE SALES SERVICES OR FUNCTION AS A SALES ENTITY FOR THE Leader.

LICENSE.

Subject to your compliance with these Terms, Crowdz grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Crowdz and Crowdz's licensors.

RESTRICTIONS.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Crowdz; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

THIRD PARTY SERVICES AND CONTENT.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Crowdz does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Crowdz does not endorse such third party services and content and in no event shall Crowdz be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

OWNERSHIP.

The Services and all rights therein are and shall remain Crowdz's property or the property of Crowdz's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Crowdz's company names, logos, product and service names, trademarks or services marks or those of Crowdz's licensors.

3. YOUR USE OF THE SERVICES

USER ACCOUNTS.
In order to use most aspects of the Services, you must register for and maintain an active personal Leader user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Crowdz certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card, accepted payment partner, or bank deposit information). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Crowdz's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Crowdz in writing, you may only possess one Leader Account.

USER REQUIREMENTS AND CONDUCT.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive or participate in services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no selling or referring those who sell illegal items or services). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

PROMOTIONAL CODES.

Crowdz may, in Crowdz's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that Crowdz establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Crowdz; (iii) may be disabled by Crowdz at any time for any reason without liability to Crowdz; (iv) may only be used pursuant to the specific terms that Crowdz establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Crowdz reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Crowdz determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

USER PROVIDED CONTENT.

Crowdz may, in Crowdz's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Crowdz through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Crowdz, you grant Crowdz a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Crowdz's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Crowdz the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Crowdz's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Crowdz in its sole discretion, whether or not such material may be protected by law. Crowdz may, but shall not be obligated to, review, monitor, or remove User Content, at Crowdz's sole discretion and at any time and for any reason, without notice to you.

NETWORK ACCESS AND DEVICES.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Crowdz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

After you have received or participated in Leader services or goods obtained through your use of the Service, Crowdz will facilitate your payment of the applicable payment on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of the Payments in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Payments will be inclusive of applicable taxes where required by law. Payments paid to you are final and non-refundable, unless otherwise determined by Crowdz.

All Leaderz will be paid on a bi-monthly basis (1st and 15th of each month). Payment will be made in the form of Rewardz, which can later be redeemed as real money deposited in a personal bank account via multiple payment avenues. These Rewardz can also be used as money to be used in the Crowdz.

Agora Intelligence, Inc. PRIVACY STATEMENT

PRIVACY STATEMENT

Last Updated: November 30, 2015

This Privacy Statement (“Privacy Statement”) explains how Agora Intelligence, Inc. (“Agora,” “us,” “our,” and “we”) uses your information and applies to all who use our Web site – Crowdz.io, mobile applications, electronic services, social networking sites, interactive features, online services, or any of our described online activities we own or control (collectively, the “Site”). This Privacy Statement is incorporated in our Terms of Use, which also apply when you use our Site.

By using the Site, you agree to the terms of this Privacy Statement. If you do not agree with the practices described in this Privacy Statement, please do not provide us with your personal information or interact with the Site.

Glossary of Terms

Affiliate means an entity owned, directly or indirectly, by Agora Intelligence, Inc. or that is controlled by or under common control with Agora Intelligence, Inc., and also includes joint ventures entered into by Agora Intelligence, Inc. and/or its Affiliates.

Business Partners means, collectively, third parties with whom we conduct business, such as merchants, co-marketers, distributors, and resellers.

Cookie means a unique identifier, usually made up of small bits of text or code.

Device Data means information concerning a device you use to access, use, or interact with the Site, such as operating system type or mobile device model, browser type, domain, and other system settings, the language your system uses and the country and time zone of your device, geo-location, unique device identifier or other device identifier, mobile phone carrier identification, and device software platform and firmware information.

Non-Identifying Information means information that alone cannot identify you, including data from Cookies, Pixel Tags and Web Beacons, and Device Data. Non-Identifying Information may be derived from Personal Information.

Online Communities means, collectively, our social networking pages or accounts, forums, bulletin boards, discussion groups, chat rooms or other methods of communication that may be offered on or linked through the Site.

Other Programs means special programs, features and functionality on our Site or other co-branded websites with Business Partners that we reasonably control and that have special use terms applicable to such special programs, features and functionality.

Other Sources means sources of information that legally provide Agora Intelligence, Inc. with your information, and which are outside the scope of this Privacy Statement at the time of collection.

Personal Information means information about you that specifically identifies you or, when combined with other information we have, can be used to identify you. This includes the following types of information:

Contact Information:  your name, postal addresses, email addresses, social networking website user account names, telephone numbers, or other addresses at which you are able to receive communications.

Relationship Information: information you provide that enables us to determine lifestyle, interests, and activities, including location information related to your state/province, city, or neighborhood; areas of interest, the types of deals that interest you, information collected through your interactions with social networks, demographic information (e.g., birth date, age, gender); information about persons for whom you have purchased Agora Intelligence, Inc. vouchers as gifts or who have bought Agora Intelligence, Inc. vouchers as gifts for you; and information about friends who refer you or whom you have referred;

Transaction Information: information you provide when you interact with us and the Site, such as the Agora Intelligence, Inc. vouchers you are interested in, purchase and redeem; email and other communications; and how you interact with Business Partners and our Vendors; and

Financial Information: information collected from you as needed to process payments for Agora Intelligence, Inc. vouchers or other products or services that you buy, or as provided by you to administer your participation in optional services and programs, such as your payment card number, expiration date, and card verification number.

Pixel Tags and Web Beacons means tiny graphic images placed on website pages or in our emails that allow us to determine whether you have performed specific actions.

Third-Party Ad-Servers means Vendors and other third parties that provide the technology to place ads on websites and track ad performance.

Vendors means, collectively, third parties that perform business operations on behalf of Agora Intelligence, Inc., such as transaction processing, billing, mailing, communications services (e-mail, direct mail, etc.), marketing, data processing and analytics, servicing, collections, or ad management.

1. Types of Information We Collect

We will collect information, including Personal Information and Non-Identifying Information, when you interact with us and the Site, for example when you:

• access or use the Site;
• register, subscribe, or create an account with Agora Intelligence, Inc.;
• open or respond to our e-mails;
• contact customer service or use other customer support tools;
• provide information to enroll or participate in Other Programs provided on behalf of, or together with, Business Partners;
• visit any page online that displays our ads or content;
• purchase products or services on or through the Site;
• connect or link to any Site via social networking sites;
• post comments to Online Communities; and
• provide information to our Vendors.

This Privacy Statement does not apply to the collection of information in any way other than as listed above.

2. Your Choices

We think that you benefit from a more personalized experience when we know more about you and what you like. However, you can limit the information you provide to Agora Intelligence, Inc., and you can limit the communications that Agora Intelligence, Inc. sends to you.

(a) Commercial E-mails

You may choose not to receive commercial e-mails from us by following the instructions contained in any of the commercial e-mails we send or by logging into your account and adjusting your e-mail preferences. Please note that even if you unsubscribe from commercial email messages, we may still e-mail you non-commercial e-mails related to your account and your transactions on the Site. You may update your subscription preferences at any time.

(b) Cookies and Tracking

You may manage how your browser handles Cookies by adjusting its privacy and security settings. Browsers are different, so refer to instructions related to your browser to learn about cookie-related and other privacy and security settings that may be available. You can opt-out of being targeted by certain Third-Party Ad-Servers and Agora Intelligence, Inc. served ads online using the National Advertising Initiative’s Opt-Out Tool or the About Ads Opt-Out Tool. For more information review our Cookies Policy. Currently, we do not alter our data collection and use practices in response to Do Not Track signals.

We use Non-Identifiable Information to directly serve you interest-based ads on third party websites.

(c) Device Data

You may manage how your mobile device and mobile browser share certain Device Data with Agora Intelligence, Inc., as well as how your mobile browser handles Cookies by adjusting the privacy and security settings on your mobile device. Please refer to instructions provided by your mobile service provider or the manufacturer of your device to learn how to adjust your settings.

(d) E-mails from Business Partners

If you wish to opt out of receiving offers directly from our Business Partners, you can follow the opt-out instructions in the emails that they send you.

3. How Agora Intelligence, Inc. Uses Information

We (or our Vendors on our behalf), use information collected as described in this Privacy Statement to:

• Operate, maintain and improve the Site and our services, and Other Programs;
• Provide you with interest-based ads and offers for products and services from us and participating Business Partners;
• Facilitate and fulfill orders placed on the Site and Other Programs – for example, for Agora Intelligence, Inc. vouchers and other goods and services, including tracking redemption;
• Evaluate your eligibility for certain types of offers, products or services that may be of interest to you, and analyze advertising effectiveness;
• Answer your questions and respond to your requests;
• Perform analytics and conduct customer research;
• Communicate and provide additional information that may be of interest to you about Agora Intelligence, Inc. and our Business Partners, sometimes by combining your information with information from Other Sources;
• Send you reminders, technical notices, updates, security alerts, support and administrative messages, service bulletins, marketing messages, and requested information, including on behalf of Business Partners;
• Administer rewards, surveys, sweepstakes, contests, or other promotional activities or events sponsored by us or our Business Partners;
• Manage our everyday business needs, such as administration of the Site, forum management, fulfillment, analytics, fraud prevention, and enforcement of our corporate reporting obligations and Terms of Use, or to comply with the law;
• Allow you to apply for a job, post a video or sign up for special offers from merchants, Business Partners, or third parties through the Site and Other Programs, and to
• Enhance other information we have about you directly or from Other Sources to help us better understand you and determine your interests.

We also may use information collected as described in this Privacy Statement with your consent or as otherwise required or permitted by law.

4. When and Why Agora Intelligence, Inc. Discloses Information

We (or our Vendors on our behalf) may share your Personal Information as required or permitted by law:

• with any Agora Intelligence, Inc. Affiliate who may only use the Personal Information for the purposes described in this Privacy Statement;
• with our Vendors to provide services for us and who are required to protect the Personal Information;
• to report or collect on debts owed to us or our Business Partners;
• with relevant Business Partners:
• with whom we jointly offer products and services;
• to facilitate a direct relationship with you, including in connection with any program we administer on behalf of the Business Partner;
• to enable electronic communications with you as part of purchase, a sponsored reward, offer, contest, program, or other activity in which you have elected to participate;
• to the extent you have purchased or redeemed a Agora Intelligence, Inc. voucher, goods or services offered by a Business Partner or participated in an offer, rewards, contest or other activity or Other Programs sponsored or offered through Agora Intelligence, Inc. on behalf of that Business Partner;
• with a purchaser of Agora Intelligence, Inc. or any of the Agora Intelligence, Inc. Affiliates (or their assets);
• to comply with legal orders and government requests, or as needed to support auditing, compliance, and corporate governance functions;
• to combat fraud or criminal activity, and to protect our rights or those of our Affiliates, users, and Business Partners, or as part of legal proceedings affecting Agora Intelligence, Inc.;
• in response to a subpoena, or similar legal process, including to law enforcement agencies, regulators, and courts in the United States and other countries where we operate; or
• with your consent.

We encourage Business Partners to adopt and post privacy policies. However, their use of Personal Information obtained through Agora Intelligence, Inc. is governed by their privacy policies and is not subject to our control.

We may also disclose Non-Identifiable Information:

• for the same reasons we might share Personal Information;
• with Business Partners for their own analysis and research;
• to facilitate targeted content and ads; or
• with Third-Party Ad-Servers to place our ads and/or ads of our merchants or Business Partners on the Site and on third-party sites, and to analyze the effectiveness of those ads.

We do not share Personal Information with Third-Party Ad-Servers; however, Third-Party Ad-Servers may automatically collect Non-Identifying Informationabout your visit to the Site and other websites, your device address, your Internet Service Provider and the browser you use to visit the Site. They do this by using Cookies, clear gifs and other technologies. Information collected may be used, among other things, to deliver advertising targeted to your interests and to better understand the usage and visits to the Site and the other websites tracked by these third parties. This Privacy Statement does not cover the collection methods or use of the information collected by Third-Party Ad-Servers, and Agora Intelligence, Inc. is not responsible for Cookies or clear gifs in third party ads. We encourage you to review the privacy policies or statements of these third party advertising companies to learn more about their use of Cookies and other technologies. If you would like more information about this practice and to know your choices about not having this information used by third party advertisers, please visit http://www.networkadvertising.org and http://www.aboutads.info/choices/.

5. How Agora Intelligence, Inc. Collects Information

You provide us with your Personal Information when you register, subscribe, create an account, make a purchase, or otherwise when you provide us with your Personal Information during your interaction with the Site and Other Programs. We also collect Personal Information when you contact us online for customer service and other support using self-help tools, such as email, text, or by posting to an Online Community.

We also receive Personal Information and other online and offline information from Other Sources. Agora Intelligence, Inc. will use such information in accordance with applicable laws. Such information, when combined with Personal Information collected as provided in this Privacy Statement, will also be handled in accordance with this Privacy Statement. We also use cookies, tags, web beacons, local shared objects, files, tools and programs to keep records, store your preferences, improve our advertising, and collect Non-Identifying Information, including Device Data and your interaction with the Site and our Business Partners' web sites.

We use Cookies that allow us to connect your Site activity with other information we store about you in your profile or as related to your interactions with the Site.

Device Data may be collected when your device interacts with the Site and Agora Intelligence, Inc., even if you are not logged into the Site using your device. If you have questions about the security and privacy settings of your mobile device, please refer to instructions from your mobile service provider or the manufacturer of your device to learn how to adjust your settings.

6. Security of Personal Information

Agora Intelligence, Inc. has implemented an information security program that contains administrative, technical and physical controls that are designed to reasonably safeguard Personal Information. For example, we use industry-standard encryption technology to secure Financial Account Information. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security.

7. Accessing and Correcting Personal Information

You can access, update and delete your , Financial Account Information, and the other information you provided to us by managing this information through your online account or sending us an email at support@crowdz.io. Keeping your Personal Information current helps ensure that we, our Affiliates and Business Partners offer you the offers that are most relevant to you.

If you want to deactivate your Agora Intelligence, Inc. account or have other questions or requests, please contact us. While we are ready to assist you in managing your subscriptions, deactivating your account, and removing your active profile, we cannot always delete records of past interactions and transactions. For example, we are required to retain records relating to previous purchases on the Site for financial reporting and compliance reasons.

We will retain your Personal Information for as long as your account is active or as needed to provide you services and to maintain a record of your transactions for financial reporting purposes.

8. Social Networks

Social Community Areas

The Site may be accessible through or contain connections to areas where you may be able to publicly post information, communicate with others such as discussion boards or blogs, review products and merchants, and submit media content. All the information you post may be accessible to anyone with Internet access, and any Personal Information you include in your posting may be read, collected, and used by others. We recommend that you do not post any Personal Information in the social community areas.

Social Networks

You may log in to the Site using certain social network credentials. To manage the sharing of certain Personal Information with us when you connect with us through social networking platforms or applications refer to the privacy policy and settings of the social networking website or application.

You also have the option to link social networks, such as Facebook, to your Agora Intelligence, Inc. account. Once you register with Agora Intelligence, Inc. and connect with the social network, you will be able to automatically post recent Agora Intelligence, Inc. activity back to your social network. You can enable and disable social network connections from the “Connections” tab in your Agora Intelligence, Inc. account.

By proceeding through any of the above steps, you grant Agora Intelligence, Inc. permission to access all of the elements of your social network profile information that you have made available to be shared and to use it in accordance with the social network’s terms of use and this Privacy Statement.

9. Privacy Practices of Third Parties

This Privacy Statement only addresses the use and disclosure of information by Agora Intelligence, Inc. through your interaction with the Site. Other websites that may be accessible through links from the Site and Other Programs may have their own privacy statements and personal information collection, use, and disclosure practices. Our Business Partners may also have their own privacy statements. We encourage you to familiarize yourself with the privacy statements provided by these other parties prior to providing them with information or taking advantage of a sponsored offer or promotion.

10. Notice to Residents of Countries outside the United States of America

If you live outside the United States (including in the European Economic Area (“EE”) and Switzerland (“CH”) collectively the “EEA/CH”), and you use the Site or provide us with Personal Information directly via the Site, your information will be handled in accordance with this Privacy Statement. By using the Site or giving us your Personal Information, you are directly transferring your Personal Information and Non-Identifiable Information to us in the United States. The United States may not have the same level of data protection as your jurisdiction. However, you agree and consent to our collection, transfer, and processing of your Personal Information and Non-Identifiable Information in accordance with this Privacy Statement. You are solely responsible for compliance with any data protection or privacy obligations in your jurisdiction when you use the Site or provide us with Personal Information. Regardless of where we transfer your information, we still protect your information in the manner described in this Privacy Statement.

11. Children’s Privacy

Agora Intelligence, Inc. does not intend that any portion of the Site will be accessed or used by children under the age of thirteen, and such use is prohibited. The Site is designed and intended for adults. By using Agora Intelligence, Inc., you represent that you are at least eighteen years old and understand that you must be at least eighteen years old in order to create an account and purchase the goods or services advertised through the Site. We will promptly delete information associated with any account be obtain actual knowledge is associated with a registered user who is not at least eighteen years old.

12. Contact Us; California Privacy Rights and Other Countries

Please contact us if you have any questions or comments about our privacy practices or this Privacy Statement. You can reach us online at support@crowdz.io.

If you reside in Canada, you may have the right to be provided with access to Personal Information that we have collected about you and written information about our policies and practices with respect to the transfer of your personal information to Vendors outside Canada. E-mail us at support@crowdz.io with questions.

Pursuant to Section 1798.83 of the California Civil Code, residents of California can obtain certain information about the types of personal information that companies with whom they have an established business relationship have shared with third parties for direct marketing purposes during the proceeding calendar year. In particular, the law provides that companies must inform consumers about the categories of personal information that have been shared with third parties, the names and addresses of those third parties, and examples of the types of services or products marketed by those third parties. To request a copy of the information disclosure provided by Agora Intelligence, Inc. pursuant to Section 1798.83 of the California Civil Code, please contact us via the email or address stated above. Please allow 30 days for a response.

Terms of Use

By downloading the Crowdz application and/or entering your email into Crowdz’s website interface, you are agreeing to these Terms of Use (defined below). Please read them carefully. If you have any questions, please contact us at www.crowdz.io.

These Terms of Use were last updated on April 22, 2015.

ACCEPTANCE OF TERMS OF USE

Agora Intelligence, Inc. (“Agora” "we" or “us” or “our”) owns and operates the Crowdz mobile ecommerce application (“App”). By using the App and Crowdz’s services through the App, you agree to these Terms of Use (defined below) and any additional terms applicable to certain programs in which you may elect to participate. You also agree to our Privacy Statement, located at  www.crowdz.io and acknowledge that you will regularly visit the Terms of Use (defined below) to familiarize yourself with any updates. The Privacy Statement, together with these terms of use, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the "Terms of Use." The term "using" also includes any person or entity that accesses or uses the App with crawlers, robots, data mining or extraction tools or any other functionality.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE APP AND DO NOT USE ANY Agora SERVICE, PARTICIPATE IN ANY PROGRAM OR PURCHASE ANY VOUCHER, PRODUCT OR OTHER GOOD OR SERVICE OFFERED THROUGH THE APP.

1. About the App

The App is a platform through which certain merchants (“Merchants”) sell certificates for goods, services or experiences (“Certificates”). Merchants are the sellers and issuers of Certificates, and are solely responsible to you for the care and quality of the goods and services they provide. In addition, the App also provides a platform through which you are issued rewards (“Rewards”) representing the difference in an original sale price offered for a Certificate by a Merchant and the final sale price. All Merchant products and other available programs and pricing on the App may change at any time in Agora’s discretion, without notice.

2. Ownership of the App

The App, any content on the App and the infrastructure used to provide the App are proprietary to us, our affiliates, Merchants and other content providers. By using the App and accepting these Terms of Use: (a) Agora grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the App pursuant to these Terms of Use and to any additional terms and policies set forth by Agora; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained from or through the App without the express permission of Agora.

3. Use of the App

As a condition of your use of the App, you agree that:

• You are at least 18 years of age;
• You are able to create a binding legal obligation;
• You are not barred from receiving products or services under applicable law;
• You will not attempt to use the App with crawlers, robots, data mining or extraction tools or any other functionality;
• Your use of the App will at all times comply with these Terms of Use;
• You will only make legitimate purchases that comply with the letter and spirit of the terms of the respective offers;
• You will only make purchases on the App for your own use and enjoyment or, as a gift for another person;
• You have the right to provide any and all information you submit to the App, the information and all such information is accurate, true, current and complete;
• You will update and correct information you have submitted to the App and ensure that it is accurate at all times (out-of-date information will invalidate your account); and,
• You will only purchase a Merchant Certificate or participate in other available programs through the App by creating an account through the App, and any purchase will be subject to the applicable Terms of Sale set forth in these Terms of Use.

4. Access to the App

Agora retains the right, at our sole discretion, to deny service or use of the App or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the App and your account accessible, the App and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, App access or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.

5. Modification

We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the App or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice; provided that these changes will not apply to Merchant Certificates purchased prior to the effective date of such changes. If you do not agree to the changes, you may close your account and you should not use the App or any services offered through the App after the effective date of the changes. We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the App or our services will constitute acceptance of these changes and the Terms of Use as modified.

6. Your Account

You may only create and hold one account on the App for your personal use and must register using a valid credit card. You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to: (a) save, edit or delete your personal information, including, without limitation, payment data; and (b) opt-out of persistent login. You understand and agree that Agora shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the App or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account. Your account will expire and you will lose any Agora Rewards earned if your account is not maintained with current information, including a valid credit card.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including failure to maintain updated and correct information about your account, will cause your account to fall out of good standing and we may cancel your account in our sole discretion. If your account is cancelled, you may forfeit any pending, current or future promotional Rewards and any other forms of unredeemed value in your account. Upon termination, the provisions of these Terms of Use that are by their nature intended to survive termination (e.g., any disclaimers, all limitations of liability and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the App, including, but not limited to, requirements for use.

7. Your Conduct

All interactions on the App must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the App, we may limit your privileges on the App and seek other remedies.

The following activities are prohibited on the App and constitute express violations of these Terms of Use:

• Submitting any content to the App that:
  • Violates applicable laws (including but not limited to intellectual property laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
  • Contains personal information, except when we expressly ask you to provide such information;
  • Contains viruses or malware;
  • Offers unauthorized downloads of any copyrighted, confidential or private information;
  • Has the effect of impersonating others;
  • Contains messages by non-spokesperson employees of Agora purporting to speak on behalf of Crowdz or provides confidential information concerning Agora;
  • Contains chain letters of any kind;
  • Is purposely inaccurate, commits fraud or falsifies information in connection with your Crowdz account or to create multiple Crowdz accounts; or
  • Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
• Attempting to do or actually doing any of the following:
  • Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
  • Scanning or monitoring the App for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
  • Scanning or testing the security or configuration of the App or to breach security or authentication measures; or
  • Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the App or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the App.
• Using any of the following:
  • Frames, framing techniques or framing technology to enclose any content included on the App without our express written permission;
  • Any App content, including without limitation User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;
  • The App or any of its contents to advertise or solicit, for any commercial, political or religious purpose or to compete, directly or indirectly, with Crowdz; or
  • The App or any of its resources to solicit consumers, Merchants or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Crowdz, including, without limitation, aggregating current or previously offered deals.
• Collecting any of the following:
  • Content from the App, including, but not limited to, in connection with current or previously offered deals, and featuring such content to consumers in any manner that diverts traffic from the App without our express written permission; or
  • Personal Information (defined in our Privacy Statement), User Content (defined in Section 12 below) or content of any consumers or Merchants.
• Engaging in any of the following:
  • Tampering or interfering with the proper functioning of any part, page or area of the App or any functions or services provided by Crowdz;
  • Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
  • Reselling or repurposing your access to the App or any purchases made through the App;
  • Exceeding or attempting to exceed quantity limits when purchasing Merchant Certificates, or otherwise using any Crowdz account to purchase Merchant Certificates for resale or for speculative, false, fraudulent or any other purpose not expressly permitted by these Terms of Use and the terms of a specific offer on the App;
  • Accessing, monitoring or copying any content from the App using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
  • Violating the restrictions in any robot exclusion headers on the App or bypassing or circumventing other measures employed to prevent or limit access to the App;
  • Aggregating any current or previously-offered deals or content or other information from the App (whether using links or other technical means or physical records associated with purchases made through the App) with material from other sites or on a secondary site without our express written permission;
  • Deep-linking to any portion of the App (including, without limitation, the purchase path for any Voucher) without our express written permission;
  • Hyperlinking to the App from any other website without our initial and ongoing consent; or
  • Acting illegally or maliciously against the business interests or reputation of Crowdz, our Merchants or our services.
• Submitting, engaging in, promoting, or soliciting content or activities that:
  • Are harassing, libelous, defamatory, abusive, threatening, obscene or profane;
  • Promote the use of illegal drugs, alcohol, sex, pornography or any other form of adult content, profanity, hate, "spamming", fraud, racism, or any illegal activity; or
  • Are derogatory comments directed at individuals (including public figures) or corporations.

8. Your Privacy

We take the privacy of your personal data seriously. We encourage you to carefully review our Privacy Statement for important disclosures about ways that we may collect, use, and share personal data and your choices. Our Privacy Statement is incorporated in these Terms of Use, and available here.

9. Terms of Sale

By purchasing or obtaining any Merchant Offering or Product via the App, you agree to these Terms of Use, including the Terms of Sale.

10. Copyright and Trademarks

The App contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound and the entire contents of the App are protected by copyright, trademark and other intellectual property laws of the United States. Crowdz owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication or commercial exploitation of the content without the express permission of Crowdz or the copyright owner is permitted. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

You will not upload, post or otherwise make available on the App any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Crowdz does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission.

Crowdz owns trademarks in the United States and "Crowdz," the Crowdz logos and variations thereof found on the App are trademarks owned by Agora Intelligence, Inc. or its related entities and all use of these marks inures to the benefit of Crowdz.

Other marks on the site not owned by Crowdz may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Crowdz unless otherwise stated, or may be the property of their respective owners. You may not use Crowdz's name, logos, trademarks or brands without Crowdz's express permission.

11. User Content

The App may provide registered users and visitors various opportunities to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses and other communications, as well as files, images, photographs, video, sound recordings, musical works and other content (collectively, "User Content") through forums, bulletin boards, discussion groups, chat rooms, surveys, blogs or other communication facilities that may be offered on, through, or in connection with the App from time to time. You may be required to have a Crowdz account to submit User Content.

If you contribute any User Content, you represent and warrant that: (a) you are the creator the User Content; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to submit or post the User Content, and (ii) all rights necessary to grant the licenses and grants in these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have assured that the creator represents and warrants) that the sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks or any other intellectual property rights or rights of third parties, including the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person or violative of any third-party rights; or if User Content contains any material that harbors viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any software or computer equipment.

Crowdz shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the User Content and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including to determine compliance with these Terms of Use and any operating rules established by Crowdz, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Crowdz shall have the right to remove any material from the Communities or any other Crowdz controlled sites, in its sole and absolute discretion. Crowdz assumes no liability for any User Content or other information that appears or is removed from the App or elsewhere. Crowdz has no obligation to use User Content and may not use it at all.

In some instances and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. Crowdz makes no representations or warranties that the User Content you modify or remove will be modified or removed from the App or elsewhere, or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.

• Public Nature of Your User Content.
  • You understand and agree that User Content is public. Any person (whether or not a user of Crowdz’s services) may read your User Content without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. Crowdz is not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.
  • Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by Crowdz. Other users may post User Content that is inaccurate, misleading or deceptive. Crowdz does not endorse and is not responsible for any User Content, and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of Crowdz. Crowdz does not control or endorse any User Content, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Content and any actions resulting from your participation in any part of the App, including any objectionable User Content.
• License Grants.
  • Some User Content you submit to Crowdz may be displayed or may give you the option to display in connection with your Personal Information, or a portion of your Personal Information, including but not limited to your name, initials, username, social networking website user account name, image, likeness, preferences, voice and location. You grant Crowdz a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right to use, display, distribute, offer for sale and sell the Personal Information in connection with your User Content, whether the User Content appears alone or as part of other works, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, Crowdz shall have no obligation to use your Personal Information in connection with any User Content.
  • As between you and Crowdz, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on or through the App, you grant Crowdz a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Crowdz’s license in any User Content or Personal Information submitted includes, but is not limited to, use for promotions, advertising, marketing, market research, merchant feedback, quality control or any other lawful purpose.
  • As detailed in Section 3, contributing User Content or other information on or through the App, is limited to individuals over 18 years old. The App is designed and intended for adults. By contributing User Content or other content on or through the Communities, you affirm that you are over 18 years old. We will promptly delete User Content or other content associated with any account we obtain actual knowledge of that is associated with a registered user who is not at least 18 years old. If you are under 18 years old, please notify us and we will take action.

12. Unsolicited Ideas

We do not accept or consider, directly or through any Crowdz employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

• Crowdz has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
• Crowdz will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

13. Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures

Crowdz reserves the right to terminate your or any third-party’s right to use the App if such use infringes the copyrights of another. Crowdz may, under appropriate circumstances and at its discretion, terminate your or any third-party’s right to access to the App, if Crowdz determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via the App by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Crowdz's attention, you must provide Crowdz's DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the App of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Crowdz’s DMCA Agent for notice of claims of copyright infringement is: Agora Intelligence, Inc., at www.crowdz.io .

14. Disclaimer of Warranty

YOU EXPRESSLY AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK. NONE OF Crowdz, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE APP WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APP, OR (B) THE ACCURACY, COMPLETENESS OR RELIABILITY OF (I) THE CONTENT ON THE APP, INCLUDING WITHOUT LIMITATION MERCHANT CERTIFICATES OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF MERCHANT CERTIFICATES OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENT PROVIDED THROUGH THE APP. THE APP AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED ON THE APP, MERCHANT CERTIFICATES AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE APP, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, Crowdz HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE APP OR THE CONTENT, USER CONTENT OR OTHER INFORMATION CONTAINED ON THE APP OR THE MERCHANT CERTIFICATES OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE APP, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

15. Limitation of Liability

IN NO EVENT SHALL Crowdz, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (A) YOUR USE OF THE APP, THE CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED IN THE APP; (B) YOUR INABILITY TO USE THE APP; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE APP; (D) THE MERCHANT OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE APP; OR (E) THESE TERMS OF USE. IN NO EVENT WILL Crowdz’S LIABILITY IN CONNECTION WITH A MERCHANT CERTIFICATE OR OTHER AVAILABLE PROGRAMS EXCEED THE AMOUNTS PAID FOR THE APPLICABLE VOUCHER, PRODUCT OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THESE TERMS OF USE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. Electronic Communications

When you use the App or send emails to Crowdz, you are communicating with us electronically and consent to receive electronic communications related to your use of the App. We will communicate with you by email or by posting notices on the App. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the App or from which you otherwise email us.

17. Websites of Others

The App may contain links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, Products or services available on or through any such linked site or resource.

18. Indemnification/Release

You agree to defend, indemnify and hold harmless Crowdz, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to: (a) any Merchant Certificates purchased by you through the App; (b) any User Content submitted or posted by you, in connection with the App, or any use of the App in violation of these Terms of Use; (c) fraud you commit or your intentional misconduct or gross negligence; or (d) your violation of any applicable U.S. or foreign law or rights of a third-party.

You are solely responsible for your interactions with Merchants and other users of the App. To the extent permitted under applicable laws, you hereby release Crowdz from any and all claims or liability related to any product or service of a Merchant, any action or inaction by a Merchant, including but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Merchant Certificate and any conduct, speech or User Content, whether online or offline, of any other third-party.

19. Force Majeure

Crowdz shall be excused from performance under these Terms of Use, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Crowdz.

20. Assignment

You may not assign these Terms of Use, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of Crowdz. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Crowdz may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

21. Entire Agreement

The Terms of Use, including the incorporated Terms of Sale, Privacy Statement and other terms incorporated by reference, constitutes the entire agreement and understanding between you and Crowdz with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Crowdz with respect to such subject matter.

22. Choice of Law

Any disputes arising out of or related to these Terms of Use and/or any use by you of the App or Crowdz’s services shall be governed by the laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles.

If you reside in Canada, any disputes arising out of or related to these Terms of Use and/or any use by you of the App or Crowdz’s services shall be governed by the laws of the Province in which you reside at the time you enter into these Terms of Use, without regard to its choice of law rules and without regard to conflicts of laws principles. Crowdz and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law.

23. Dispute Resolution

(a) Binding Arbitration. Except as specifically stated herein, any dispute or claim between you and Crowdz arising out of, or relating in any way to, the Terms of Use, the App or your use of the App, or any Products, Merchant Offerings or services offered or distributed through the App (“Disputes”) shall be resolved exclusively by final, binding arbitration. By virtue of this Agreement (defined below), you and Crowdz are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 23(a) or Section 23(d)).  The provisions of this Section 23 shall constitute your and Crowdz’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Agreement”). Any modification to this Agreement shall be in writing and signed by you and Crowdz. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

To begin an arbitration proceeding, you must comply with the limitations provision set forth in Section 23(e) and submit the Dispute by utilizing the forms available at http://www.adr.org, and simultaneously sending a copy of the completed form to the following address: 2035 Veronica Place, San Jose, CA 95124 [i.e. Registered Agent]. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Crowdz will reimburse those fees for Disputes totaling less than $10,000 unless the arbitrator determines the Dispute is frivolous. Likewise, Crowdz will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the Dispute is frivolous. The arbitration will be conducted based upon written submissions unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Campbell, California, unless the arbitrator determines or we agree that the matter should proceed in the county in which you reside.

(b) No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

(c) Choice of Law and Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) you agree that any such Dispute may only be instituted in a state or federal court in Campbell County, California; (ii) you and Crowdz irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) you and Crowdz agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of California, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) you and Crowdz agree to waive any right to a trial by jury.

(d) Injunctive Relief. Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property or any conduct that violates Section 7 (“Your Conduct”) of the Terms of Use.

(e) Time Limitations. If either of us wants to assert a Dispute against the other, the party with a Dispute must institute arbitration within one (1) year from the date the Dispute arose. Absent commencing the arbitration within one (1) year from the date the Dispute arose, the Dispute(s) will be forever barred.

(f) Severability. With the exception of Section 23(b) above, if any part of this Section 23 is ruled to be unenforceable, then the balance of this Section 23 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

24. Additional Disclosures

No waiver by either you or Crowdz of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Agreement shall continue in full force and effect.

You are contracting with Crowdz, Inc. Correspondence should be directed to: Agora Intelligence, Inc. at www.crowdz.io .

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

The provisions of these Terms of Use apply equally to and are for the benefit of Crowdz, its subsidiaries, affiliates, Merchants and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly.

25. Return Shipping Policies

We realize that, despite our elaborate efforts to help you make the best possible selection, there may be times when you will not be 100% satisfied with your purchase for whatever reason. Please contact support@crowdz.io within 30 days of receiving the item and tell us you would like to return it. We will promptly issue you a Return Authorization (RA) number.

We will then submit the information to the supplier who promises FULL refund on the return of the product. Shipping fees are not reimbursable. An RA number is required for all returns. In the unfortunate event you receive an item with a defect, or the wrong item, we will be happy to repair it, replace it or refund your money. Simply notify support@crowdz.io immediately and follow the same return process as outlined in the above paragraph. As with all returns, an RA number will be required. 

support@crowdz.io Marketplace Policy: All returns are for refund only. Replacement product must be ordered again as a new order with a new order number and will include freight and handling charges. We do not provide return labels for any reason. Buyer will be responsible for returning the product. Note: Returns take some time to process and confirm the reason chosen is correct, therefore, credits can take as long as 15 business days from the date the item is delivered back.

Agreement Summary

By accessing and using Crowdz’s services through your Seller Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the “Terms”). If the law or our functionality changes and affects the services we are able to offer you through your Seller Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Seller Account. Unless you have agreed otherwise in writing with Crowdz, these Terms govern your use of our services through your Seller Account. You and Crowdz may be referred to throughout these Terms individually as a “Party” and collectively as the “Parties”.

Section 1: DEFINITIONS

1.1 Definitions.

(a) “Seller Request” is a request you submit to Crowdz to create a deal, or Offer (Crowdbuy or Flashbuy), to sell your product or service through Crowdz’s {{ app_name }} marketplace (“App or Online Site). The terms of the Seller Request are specified and submitted by you in accordance with Section 3.1; (b) “product/service” that evidences a customer’s purchase of an Offer and contains the terms of, and unique redemption information for, such Offer; (c) “the amount paid,” for the product/service means the amount that a purchaser pays for a product/service; (d) a product/service’s “Promotional Value” is the unpaid portion of the service’s value in excess of the amount paid. (For example, if a purchaser pays $10 for a service with a $25 Full Offer Value, that service’s Promotional Value would be $15); (e) a product/service’s “Full Offer Value” means the full value of the service for which the holder of a certificate will be able to redeem it on or before the Promotional Value Expiration, and is equal to the sum of its Promotional Value plus its amount paid; (f) as applicable, a service’s “Promotional Value Expiration” is the date and time after which a service’s Promotional Value may no longer be used (unless otherwise required by law), and after which time and date, the service may only be redeemed for its amount paid unless refunded in accordance with Crowdz’s Reward Disclaimer and applicable law; (g) “Sales Period(s)” means the date (or dates) and period (or periods) of time an Offer (Crowdbuy or Flashbuy) will be available for purchase as specified in Section 3.1.

Section 2: Crowdz SELLER ACCOUNT

2.1 Seller Account.

In order to use certain services, you are required to be registered with a special account through Crowdz (your “Seller Account”). Your Seller Account will facilitate your use of various Crowdz services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with Crowdz. You are responsible for maintaining the confidentiality of your Seller Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Crowdz of any unauthorized use of your password or Seller Account or any other breach of security related to the App or website. Crowdz is not and will not be liable for any loss or damage arising from your failure to manage your Seller Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorized Crowdz personnel. In addition to the other rights set forth herein, Crowdz reserves the right to refuse service and/or access to the App or website to you or any other merchant(seller) at any time without notice for any reason. When using your Seller Account and the App or website directly, or indirectly via an authorized agent, to submit and manage other deals, you accept and comply with certain terms and conditions applicable to merchants. Crowdz may offer certain optional features or functionalities within your Seller Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.

2.2 Merchant Center.

The Merchant Center is the section of your Seller Account (in contrast to any individual user account you may maintain) where Merchants may directly, or indirectly through an authorized employee or representative, access information about past Offers that have run through the Program and manage Active Offers. You may use your Seller Account to submit a request to launch a new Offer through a Program and suspend or stop a particular Active Offer (Crowdbuy or Flashbuy). Within the redemption section of your Seller Account, you may also submit product/service redemption data for your Offers and download lists of deal codes.

Section 3: PROGRAM PARTICIPATION AND YOUR OFFER

3.1 Creation of Offers.

By participating in the App, you shall define the conditions of, and may supply the content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, an Offer through your Seller Account. Submission of an Offer does not obligate Crowdz to accept the Offer or any of its contents nor to promote the Offer, and is not binding on {{ app_name }} until Crowdz actually promotes the Offer on the App. At the point {{ app_name }} begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an “Active Offer” during such Sales Period(s) unless Crowdz earlier terminates the Offer for any or no reason. You are responsible and liable for all Offer content and terms, and for Crowdz’s or any purchaser’s use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.

3.2 Promotion of Offers.

If Crowdz accepts your Offer, Crowdz may promote the Offer using any method and through any medium that Crowdz deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Crowdz. Crowdz further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. Crowdz will promote your Offer to Crowdz customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of product/services that may be offered through an Offer, Crowdz will use all commercially reasonable efforts to stop promoting your Offer accordingly.

3.3 Distribution of Certificates.

Once Crowdz has received payment from a purchaser of the amount paid, {{ app_name }} will authorize for use, and make a certificate available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The certificate will include any restrictions or limitations on the use of the certificate you have specified in the Offer. Purchasers, or their authorized transferees, may then redeem the Offer by presenting their certificate to you as printed certificate, through their mobile devices, or any other media that Crowdz has adopted for certificate redemption.

3.4 Responsibility for Offer and Product/services.

You acknowledge that you are the seller of your Offer and the issuer of the product/services. You also are responsible and liable for: (a) the decision to make your Offer available through the Crowdz services; (b) fulfilling your Offer with respect to all product/service holders; (c) supplying and shipping all goods and/or services specified in the Offer; (d) handling any and all returns, exchanges, complaints, disputes, or refunds from customers.

3.41 Inventory for Product.

The merchant is responsible for all shipments of products to the customer and manages shipment for inventory to and from the customer. Crowdz does not hold the inventory but sellers must manage inventory and sell those items which they current inventory, maintain on in house EOQ levels, or have verifiable open PO’s. Sellers are to operate in a drop ship model, where all product is picked, packaged and shipped from seller (or sellers agents) directly to Crowdz customer ship to address on record. Terms of returns should be spelled out by the seller and the seller deals directly with customer for returns. Once the deals are returned to the seller they authorize Crowdz to adjust payment if needed (debit/credit) ensuring return costs are covered by the seller.

3.5 Redemption Obligations.

You shall comply with your obligations specified in these Terms, the Offer and other obligations regarding the use of your Seller Account. In addition, when redeeming deals, you shall: (a) honor the deal during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the deal; (c) honor any certificate presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the certificate or, (ii) you reasonably believe that individual obtained the product/service in an unauthorized or illegal manner, in which case you shall immediately contact Crowdz and explain the circumstances; and (d) comply with the terms and conditions stated on the deal without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the deal. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer (“Fine Print”) in the Offer, and Crowdz shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.

3.6 Your Third Party Merchants.

You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a “Third Party Merchant”). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.

3.7 License to Your Content.

You hereby grant Crowdz a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Crowdz in your Seller Account or otherwise use to describe your Offer (“your Content”) in any and all media or formats in connection with Crowdz’s fulfillment of its rights and obligations under these Terms, including the promotion of Offers and distribution of product/services.

3.8 Press Release.

Crowdz may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a merchant. Press releases will be reviewed by both parties to insure agreeable satisfaction of the desired message by both parties. Crowdz agrees to work with Seller(s) to produce and distribute press releases and in some instances will make requests of sellers to share in the costs associated with producing and distributing such methods of marketing

Section 4: PAYMENT TERMS

Payment terms governing your Offer are as set forth below, unless you have a separate written agreement with Crowdz expressly modifying the terms of your payment under a particular Program. Payment terms for any non-Program Offers are contained in the applicable contract you entered with Crowdz by accepting the terms and conditions governing your Seller Account or otherwise. Unauthorized Redemptions will not be considered Now Validated Redemptions. Crowdz will pay you the Now Remittance Amount for all then-Now Validated Redemptions (the “Now Aggregate Net Amount”). {{ app_name }} will establish the Now Aggregate Net Amount due for a particular deal following the applicable deals’ promotional expiration, and will arrange for payment of for any Now Aggregate Net Amounts due in such form and on such a schedule as will be communicated at the time the Offer is established.

Current rates include the following:

• Sellers pay $0.99 per buyer transaction and 5% of the value (revenue value) of each completed and paid transaction. These fees will be deducted automatically prior to Seller receiving payment for the goods and or services sold via the Crowdz APP or website. For Crowd Buys, Sellers are paid at the lowest price once the Crowdbuy closes and the difference between the price paid by customer and the final Crowdbuy price is reconciled within the app to the customers RewardZ account in the form of in-store Crowdz credits to be used for future purchases via {{ app_name }} App or Website.

Section 5: TERM AND TERMINATION

5.1 Term.

These Terms are effective on the earlier of the date on which you first access the Merchant Center through your Seller Account, accept the Seller Account Terms, or submit an Offer. These Terms will remain in effect through the expiration of all current products and/or services and/or certificates’ amount paid or such earlier date as all products and/or services and/or certificates are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.

5.2 Termination.

Crowdz may terminate these Terms and suspend your access to the Seller Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Offer made by you through Crowdz’s programs and services; (b) you fail to redeem or cause the redemption of any deal to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these Terms or any other agreement you have with Crowdz, or (d) or otherwise misuse, repeatedly abuse Program guidelines or Crowdz standards that have been communicated to you in advance., or in any way engage in conduct, which in Crowdz’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Crowdz or any {{ app_name }} customer.

5.3 Suspension of a Program Offer.

Notwithstanding anything herein to the contrary, you or Crowdz may cancel or suspend a Program Offer through your Seller Account for any or no reason.

5.4 Obligations Upon Termination; Survival of Relevant Provisions.

Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid deal, Crowdz’s obligation to pay you for validly redeemed product/services, or modify or eliminate your obligation to redeem any valid deal pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

Section 6: REPRESENTATIONS AND WARRANTIES

6.1 By Both Parties.

Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.

6.2 By you.

You represent and warrant to Crowdz that: (a) you and any Third Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to the terms and presentation of the deal; and (ii) will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply to the redemption of the deal or the supplying of goods or services; (b) your Content, your representations about your business, and your redemption process for deal, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein; (d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.

6.3 NO FURTHER REPRESENTATIONS.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Crowdz DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. Crowdz MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APP OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY Crowdz (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE APP AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY Crowdz AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS.

Section 7: INDEMNIFICATION

7.1 You, at your sole cost and expense, shall defend, indemnify and hold Crowdz, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, “Claims”) from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) (collectively, “Losses”) arising out of or relating to any of the following: (a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a deal; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding deal, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (f) your Content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

7.2 By Crowdz.

Crowdz, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) {{ app_name }}’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Crowdz (excluding Crowdz’s use of materials provided or authorized for Crowdz’s use by, you).

7.3 Indemnification Process.

The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Crowdz is the indemnifying Party, Crowdz shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Crowdz’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS

8.1 General.

You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the product/services, comply with any and all state, federal and local laws, rules regulations, and orders, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern false, unfair and deceptive practices, product/services, gift cards, coupons, certificates and/or gifts (collectively “Laws”). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all of Crowdz’s Program requirements and product -specific policies applicable to product/services (“Rules”), which Rules may require you to do more than the Laws alone might mandate.

8.2 Health and Safety.

You represent and warrant that all good or services provided in connection with any Offer are safe and comply with all applicable Laws regarding health and safety, fire, and hygiene standards (collectively, “Health Laws”). At Crowdz’s request, you will promptly provide copies of any applicable facility operating license(s), or similar credentials or documents evidencing your and your facility(ies) compliance with the Health Laws. You shall ensure that your facilities and operations remain in compliance with all applicable Health Laws during the term of these Terms. Crowdz reserves the right to immediately terminate its relationship with you, and to refuse to promote your Offer, if it believes you do not fully comply with any or all applicable Health Laws.

8.3 Authorization Documents.

You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if Crowdz has accepted a particular Offer, Crowdz shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the Crowdz services.

8.4 Regulatory Documents.

You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide Crowdz with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions (“Regulatory Documents”). Even if Crowdz has accepted the Offer, Crowdz shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify Crowdz if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the Site and through the Crowdz services.

Section 9: CONFIDENTIALITY

9.1 Confidential Information.

Each Party agrees that (i) the terms set forth in a Seller Account are confidential, (ii) any information designated by the other Party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.

9.2 Obligation.

Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

9.3 Irreparable Harm.

Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.

Section 10: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA

10.1 Crowdz IP.

You acknowledge that Crowdz owns all right, title, and interest, including all intellectual property rights, in the Crowdz Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Crowdz to develop, promote, market, sell, generate, or distribute Offers and product/services and otherwise perform under these Terms (collectively the “Crowdz IP”). With respect to any Offer, you may use {{ app_name }}’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use Crowdz’s branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. Notwithstanding the above, you shall not use or display the Crowdz IP in any manner that states or implies that Crowdz has endorsed or approved the Offer or your products or services. Any use of Crowdz IP shall comply with any {{ app_name }} usage guidelines posted on the Crowdz Site or provided to you from time to time. All goodwill and improved reputation in respect of and associated with the Crowdz IP shall inure to the sole benefit of Crowdz. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any {{ app_name }} IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Crowdz IP without the express written consent of Crowdz. You shall not translate, reverse engineer, decompile or disassemble the Crowdz IP. Crowdz has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

10.2 Customer Data.

You acknowledge that Crowdz owns all data collected by, or on behalf of, {{ app_name }} pursuant to these Terms, including all information and data of individuals who may or do purchase product/services (“Customer Data”). Subject to applicable Laws and in accordance with Crowdz’s policies and procedures, Crowdz shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the product/services, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the product/service, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by Crowdz, you may not use Customer Data for any purpose other than to redeem the product/services and service the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Crowdz’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Crowdz, and shall cooperate with Crowdz in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by Crowdz to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by Crowdz, destroy or return to Crowdz all the Customer Data in your or your Third Party Merchants possession.

Section 11: LIMITATIONS OF LIABILITY; INSURANCE

11.1 LIMITATION OF Crowdz’S LIABILITY.

Crowdz’S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY Crowdz PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL Crowdz BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, FRAUD, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY PRODUCT/SERVICE OFFERED UNDER THE APPLICABLE OFFER MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE PRODUCT/SERVICE AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.

11.2 NO CONSEQUENTIAL DAMAGES.

EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

11.3 Insurance.

You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon Crowdz’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Crowdz will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

Section 12: BINDING ARBITRATION

12.1 Binding Arbitration.

The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the Offer shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Crowdz; (c) the arbitrator shall apply California Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Crowdz’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, {{ app_name }} will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Crowdz shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.

Section 13: MISCELLANEOUS

13.1 Electronic Communications and Notices.

You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from {{ app_name }} in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Crowdz provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Seller Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Seller Account, and in Crowdz’s case, to Crowdz Intelligence, Inc., at Crowdz.io

13.2 Force Majeure.

Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

13.3 Relationship of the Parties.

The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way. Crowdz is not a vendor or co-vendor of your goods and services.

13.4 Agreement.

These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties. In the event of a conflict between these Terms and the terms of your Offer, these Terms shall govern.

13.5 Interpretation.

The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

13.6 Invalidity of a Provision.

If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.

13.7 Waivers.

One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

13.8 Assignment.

You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Crowdz’s prior written consent, and any attempt to do so shall be void and unenforceable.

13.9 Successors and Assigns; No Third Party Beneficiaries.

These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except as expressly set forth herein or in a particular Offer.

1. CONTRACTUAL RELATIONSHIP

These Terms of Use ("Terms") govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the "Services") made available in the United States and its territories and possessions by Agora Intelligence, Inc. and its subsidiaries and affiliates. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words "including" and "include" mean "including, but not limited to."

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Crowdz. If you do not agree to these Terms, you may not access or use the Services. Crowdz may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Crowdz may amend the Terms related to the Services from time to time. Amendments will be effective upon Crowdz's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

2. THE SERVICES

The Services constitute a technology platform that enables users (Leaderz) of Crowdz's mobile applications or websites provided as part of the Services (each, an "Application") for Leaderz to use to bring on referrals (both sellers and buyers) and earn a commission of 1 percent for the next 2 years on all transactions from the referred, provided that the referred acknowledges referral upon signing on as a user. YOU ACKNOWLEDGE THAT Crowdz DOES NOT PROVIDE SALES SERVICES OR FUNCTION AS A SALES ENTITY FOR THE Leader.

LICENSE.

Subject to your compliance with these Terms, Crowdz grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Crowdz and Crowdz's licensors.

RESTRICTIONS.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Crowdz; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

THIRD PARTY SERVICES AND CONTENT.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Crowdz does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Crowdz does not endorse such third party services and content and in no event shall Crowdz be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

OWNERSHIP.

The Services and all rights therein are and shall remain Crowdz's property or the property of Crowdz's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Crowdz's company names, logos, product and service names, trademarks or services marks or those of Crowdz's licensors.

3. YOUR USE OF THE SERVICES

USER ACCOUNTS.
In order to use most aspects of the Services, you must register for and maintain an active personal Leader user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Crowdz certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card, accepted payment partner, or bank deposit information). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Crowdz's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Crowdz in writing, you may only possess one Leader Account.

USER REQUIREMENTS AND CONDUCT.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive or participate in services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no selling or referring those who sell illegal items or services). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

PROMOTIONAL CODES.

Crowdz may, in Crowdz's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that Crowdz establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Crowdz; (iii) may be disabled by Crowdz at any time for any reason without liability to Crowdz; (iv) may only be used pursuant to the specific terms that Crowdz establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Crowdz reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Crowdz determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

USER PROVIDED CONTENT.

Crowdz may, in Crowdz's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Crowdz through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Crowdz, you grant Crowdz a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Crowdz's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Crowdz the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Crowdz's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Crowdz in its sole discretion, whether or not such material may be protected by law. Crowdz may, but shall not be obligated to, review, monitor, or remove User Content, at Crowdz's sole discretion and at any time and for any reason, without notice to you.

NETWORK ACCESS AND DEVICES.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Crowdz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

After you have received or participated in Leader services or goods obtained through your use of the Service, Crowdz will facilitate your payment of the applicable payment on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of the Payments in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Payments will be inclusive of applicable taxes where required by law. Payments paid to you are final and non-refundable, unless otherwise determined by Crowdz.

All Leaderz will be paid on a bi-monthly basis (1st and 15th of each month). Payment will be made in the form of Rewardz, which can later be redeemed as real money deposited in a personal bank account via multiple payment avenues. These Rewardz can also be used as money to be used in the Crowdz.