UPDATED ON SEPT 21, 2021
1 Terms and conditions1.1 Agora Intelligence, Inc., dba Crowdz (Crowdz) owns and operates an electronic platform for the sale and purchase of Receivables between Users (the Platform). Crowdz shall be entitled to offer the same Platform as a process for Users to apply for third-party services (Application). 1.2 These terms and conditions (these Terms and Conditions) set out the terms and conditions on which a User shall be entitled to access and perform certain actions on the Platform. These Terms and Conditions are in addition to any terms and conditions agreed between Crowdz and a User pursuant to any other Platform Agreement, provided that these Terms and Conditions shall prevail if there is any inconsistency between these Terms and Conditions and the terms and conditions of any other Platform Agreement. 1.3 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by these Terms and Conditions and any other Platform Agreements and performing any of its obligations under or in connection with these Terms and Conditions and any other Platform Agreements. 1.4 Any affiliate falling within the scope of Clause 1.3 shall be entitled to rely on and enforce the terms of these Terms and Conditions as if any reference in these Terms and Conditions to “Crowdz” is a reference to that affiliate. 1.5 By a User accepting these Terms and Conditions in accordance with Clause 3 (Acceptance and Registration), that User agrees that these Terms and Conditions form a legal, valid, binding and enforceable contract between that User and Crowdz.
2 Definitions and interpretation2.1 Defined terms used in these Terms and Conditions have the meaning given to them in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation). 2.2 The principles of interpretation and construction set out in Part 2 (Interpretation) of Schedule 1 (Definitions and interpretation) shall apply to these Terms and Conditions.
3 Acceptance and Registration3.1 In order to access the Platform for the first time, a User must: (a) provide the Registration Information; and (b) accept these Terms and Conditions. 3.2 A User accepts these Terms and Conditions by an Authorised Person clicking “I Accept”, “I accept, get started” or any equivalent acceptance wording in respect of these Terms and Conditions on the Platform login page. On acceptance of these Terms and Conditions, a User represents and warrants that: (a) the individual accepting these Terms and Conditions on behalf of that User was an Authorised Person as at the time of acceptance; (b) the Registration Information provided by it is true, complete, up-to-date and not misleading in any way; (c) it is bound by these Terms and Conditions effective immediately on and from such acceptance and these Terms and Conditions constitute its legal, valid, binding and enforceable obligations; (d) its electronic acceptance of these Terms and Conditions is effective as if signed under hand by that User and evidences its express intention to be bound by these Terms and Conditions; (e) it is a corporate entity with legal personality, duly incorporated and validly existing in its jurisdiction of incorporation; (f) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and Conditions and the transactions contemplated by these Terms and Conditions; (g) it is acting solely for its own benefit and not as agent, trustee or in any other capacity for the benefit of any third party; and (h) it is not Insolvent or subject to any Insolvency Proceedings. 3.3 Each User acknowledges and agrees that Crowdz has the right to: (a) use the Registration Information provided by that User in order to carry out its “know your customer” or any other similar checks and any other checks and processes that Crowdz is required or deems necessary to carry out for the purpose of registering new Users to the Platform; (b) request any additional information that Crowdz requires in order to carry out these checks or processes and that Crowdz shall not (unless otherwise agreed) complete the registration of that User until the requested information has been provided; and (c) use third parties to perform any or all of these checks and processes if deemed reasonable and appropriate by Crowdz. 3.4 Each User represents and warrants at the time that any additional information is provided that any additional information provided by or on behalf of that User in connection with Clause 3.3 is true, complete, up-to-date and not misleading in any way at the time that it is provided.
4 Confirmation of Registration4.1 Crowdz shall be entitled in its sole discretion to approve or deny the registration of any User. If Crowdz is willing to register a User, Crowdz will provide or confirm login credentials for that User to access and use the Platform, consisting of an email address and password. The provision or confirmation of login credentials to a User shall constitute confirmation that such User is a Registered User. 4.2 Each User must ensure that any login credentials provided or confirmed by Crowdz for the purpose of accessing and using the Platform are kept confidential and are disclosed to, and only used by, Authorised Persons. If a User knows or suspects that its login credentials have been disclosed to any person who is not an Authorised Person, or that its login credentials have been or may be used in a manner not authorised by that User, it shall immediately notify Crowdz and Crowdz will promptly revoke those login credentials. 4.3 Each User must promptly notify Crowdz: (a) of any amendment or replacement of any of its Registration Information or any additional information provided by that User to Crowdz pursuant to Clause 3.3; and (b) upon becoming aware that any Registration Information or any additional information provided by it was not, or is no longer, true, complete and up-to-date or was or has become misleading. 4.4 Each User acknowledges and agrees that Crowdz has the right to carry out the checks and processes referred to in Clause 3.3 following any notification to Crowdz pursuant to Clause 4.3 and authorises Crowdz to do so in accordance with Clause 3.3. Crowdz may in its sole discretion restrict a User’s access to and use of the Platform while these further checks and processes are being carried out.
5 Entry into additional Platform Agreements5.1 Following confirmation that a User is a Registered User, that User may request to enter into one or more Platform Agreements or Applications and to be designated as a Platform Seller or Platform Purchaser, both (as applicable), or Applicant for a third-party service. Entry into any additional Platform Agreement is in Crowdz’s absolute discretion and each User acknowledges and agrees that confirmation that such User is a Registered User does not impose any obligation on Crowdz, or any right for that User, to enter into any additional Platform Agreements or Applications. 5.2 Crowdz shall have the right to request any additional information that it deems necessary or desirable in connection with the entry by a User into any additional Platform Agreement or in connection with any available Application. 5.3 The terms of any additional Platform Agreement are additional to these Terms and Conditions and, in the event of any inconsistency between these Terms and Conditions and any Platform Agreement, Clause 1.2 shall apply.
6 Licence and Intellectual Property Rights6.1 Effective on and from Crowdz’s confirmation that a User is a Registered User, Crowdz grants that User a limited, revocable, non-exclusive, non-transferable, licence to access and use the Platform in accordance with these Terms and Conditions and any Platform Agreement. No User shall assign or transfer or purport to assign or transfer any of its rights in respect of this licence, nor grant or purport to grant any sub-licence, to any third party. 6.2 Crowdz may at any time and in its sole discretion restrict a User’s access to and use of the Platform and may limit or revoke (in part or in full) any licence granted to that User pursuant to these Terms and Conditions, in each case by notice to that User. 6.3 Each User acknowledges and agrees that Crowdz is the owner of the Platform, of all of the Intellectual Property Rights in or relating to the Platform and of all materials and other content published or available on the Platform other than a User’s User Material and Crowdz reserves all right, title, benefit and interest in and to the foregoing. 6.4 No User will obtain any right, title, benefit or interest (including any Intellectual Property Right) in or to the Platform, any Intellectual Property Rights in or relating to the Platform or any materials or other content (other than its User Material) published or available on the Platform except as expressly provided for in any Platform Agreement. Each User will ensure that it takes all reasonable steps necessary to ensure that it protects and does not infringe any of the Intellectual Property Rights in and to the Platform or any materials or content (other than its User Material) published or available on the Platform or the rights of any other User in respect of that User’s User Material. 6.5 A User must promptly notify Crowdz of any breach or likely breach of its obligations under Clause 6.4 and promptly, at its own cost and expense, provide such assistance (including taking such actions) as Crowdz requires as a result of such breach or likely breach. 6.6 No User will: (a) copy, reproduce, modify, distribute, publish, create derivative works from, publicly display, publicly perform, licence, sell or re-sell any materials, content, software, products or services obtained from or through the Platform (including any User Material of any other User); or (b) alter, translate, enhance, reverse engineer, decompile, disassemble or make derivative works of the Platform, the Intellectual Property Rights in or relating to the Platform or any material or other content published or available on the Platform, in each case except as expressly permitted by any Platform Agreement or with Crowdz’s written consent. 6.7 Each User agrees that Crowdz is authorised and grants to Crowdz a royalty free licence (without any express or implied warranties of any kind) to use, reproduce, modify, distribute and publish any of that User’s User Material as Crowdz deems necessary or appropriate in connection with the operation of the Platform and the transactions contemplated by the Platform Agreements or uses contemplated for the Application.
7 Use of the Platform7.1 Subject to these Terms and Conditions and any Platform Agreement, Crowdz agrees that it will use commercially reasonable efforts to make available the Platform to each Registered User. However, Crowdz provides no representation, warranty, assurance, guarantee or undertaking that the Platform will be available at all times or at any given time and each User acknowledges that access to and use of the Platform may be restricted or prevented by Crowdz from time to time (including for regular maintenance or updates) or for reasons outside of Crowdz’s control. 7.2 Crowdz will use reasonable efforts to: (a) provide advance notice to Users of any scheduled unavailability of the Platform; (b) notify Users of any unscheduled unavailability of the Platform once known to Crowdz; and (c) make the Platform available again as soon as is commercially practicable in the circumstances at that time. 7.3 Crowdz is committed to taking reasonable steps to ensure that the Platform is secure or free from bugs or viruses. However, Crowdz provides no guarantee that the Platform will be secure or free from bugs, viruses, trojans or any malicious or harmful components and each User should use its own virus protection software. 7.4 A User must not: (a) misuse the Platform by knowingly introducing bugs, viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; (b) attempt to gain unauthorised access to the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform; or (c) attack the Platform via a denial-of-service attack or a distributed denial-of service attack. 7.5 Any breach by a User of Clause 7.4 will result in an immediate termination of the Platform Agreements, revocation of the licence granted in Clause 6.1, and denied access via the Platform to any relevant Application. 7.6 Each User is responsible, at its own cost and expense, for ensuring that it has and will have, among other things, all equipment, hardware and software as is necessary or desirable for accessing and using the Platform except for any equipment, hardware, or software provided by Crowdz to Users generally in connection with the Platform. Any questions regarding minimum system requirements to access the Platform should be sent to Crowdz by email to support@FB.app. A User should report any technical issues relating to accessing or using the Platform promptly to the same email address. Crowdz will provide limited technical support to address issues around the functionality of the Platform. 7.7 Each User shall access and use the Platform in accordance with and solely for the purposes set out in the Platform Agreements or in order to fill out Application(s). Each User will comply, and will ensure that all of its Authorised Persons will comply, at all times with these Terms and Conditions and any other Platform Agreement. Each User acknowledges and agrees that Crowdz shall have no obligation to check whether any person acting or purporting to act on behalf of that User is an Authorised Person. Crowdz shall be entitled to act on or in accordance with any communication, notice or document given, made or delivered by any person acting or purporting to act on behalf of a User unless that User has previously provided written notice to Crowdz that such person is not an Authorised Person. 7.8 Each User is solely responsible for its decision to access and use the Platform and no User shall take or refrain from taking any action in connection with the Platform that would result in that User or Crowdz being in breach of any Applicable Law. 7.9 Each User shall promptly (and in any event within one Business Day) notify Crowdz of any breach by that User of any provision of any Platform Agreement or the occurrence or existence of any event or circumstance that is likely to result in a breach by that User of any provision of any Platform Agreement.
8 User Material8.1 Each User represents and warrants that, at the time that it provides any User Material: (a) it is the sole owner of that User Material or, if it is not, that it has the authority of the owner and any other person with any rights or interest in that User Material to provide such User Material and to provide the authorisation and grant the licence set out in Clause 6.7; and (b) that User Material is true, complete, up-to-date and not misleading in any way. 8.2 Crowdz has no obligation to check whether any User Material is true, complete, up-to-date and not misleading in any way and Crowdz has no responsibility or liability in respect of any User Material that does not meet these criteria. 8.3 Each User shall promptly notify Crowdz if any User Material provided by that User was not, or is no longer, true, complete, up-to-date and not misleading in any way. If Crowdz is notified that any User Material does not meet these criteria, Crowdz will contact the relevant User to discuss resolving the non-satisfaction of these criteria.
9 Indemnity9.1 Each User shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by that User to comply in full with these Terms and Conditions. 9.2 The indemnity in this Clause 9 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the relevant User. 9.3 No User shall have any obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 9 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or wilful default.
10 Exclusion of liability10.1 Each User acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to: (a) the suitability of the Platform for use by the User and its satisfaction of any requirements the User may have; (b) the use of the Platform by any other person; (c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or any Application or transaction contemplated by the Platform Agreements; (d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 12 (Confidentiality)); (e) whether any information provided or made available by any person in relation to the Platform or any Application or transaction contemplated by the Platform Agreements is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available; (f) whether any action taken by any person in relation to the Platform or Application or any transaction contemplated by the Platform Agreements has been duly authorised and is within the capacity and power of that person; or (g) the legal, valid, binding and enforceable nature of these Terms and Conditions, any Purchaser Agreement, any Seller Agreement or any other document relating to the Platform or Application or any transaction contemplated by the Platform Agreements. 10.2 Crowdz shall have no liability to any User or any other person for any liability, damage, loss, cost or expense suffered or incurred by a User or any such person arising out of or connected with any: (a) unavailability of the Platform or any functionality of the Platform; (b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform; (c) bugs, viruses, trojans or any other malicious or harmful components on the Platform; (d) restriction on that User’s access to, or use of, the Platform; (e) failure by the Platform to meet that User’s needs or expectations; (f) breach by any User of any provision of these Terms and Conditions or any other Platform Agreement; or (g) matters outside of Crowdz’s control (including any Force Majeure Event). 10.3 The exclusion of liability in this Clause 10 will not apply: (a) to any liability, damage, loss, cost or expense suffered or incurred by a User solely and directly as a result of Crowdz’s fraud, gross negligence, or wilful default; or (b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz. 10.4 Each User agrees that: (a) Crowdz shall in any event have no liability for: (i) any indirect or consequential loss; or (ii) any loss of profit, loss of reputation or loss of goodwill, regardless of whether such loss was foreseeable or notified to Crowdz; and (b) Crowdz’s aggregate liability to a User (whether in contract, tort or otherwise) will not exceed USD 5,000.
11 Communications11.1 Any communication to be made under or in connection with these Terms and Conditions between the Parties shall be made in writing and, unless otherwise stated, may be made by email or, if available, via the Platform’s messaging system. 11.1 Any communication to be made under or in connection with these Terms and Conditions between Platform Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form. 11.2 Any communication or document made or delivered by the User under or in connection with these Terms and Conditions will only be effective: (a) if by way of email, when actually received (or made available) in readable form; or (b) if by way of the Platform’s messaging system, when actually received (or made available) in readable form, and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 11, if addressed to that department or officer. 11.3 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 11. 11.4 Any communication or document which becomes effective, in accordance with Clause 11.2 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 11.5 Any communication to be made between Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form. 11.6 Crowdz and any other recipient shall be entitled to rely on any communication sent (or purported to be sent) by the User, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any other recipient shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the User.
12 Confidentiality12.1 Crowdz and each User agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 12.2 and 12.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 12.2 Crowdz or a User may disclose Confidential Information: (a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners; (b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or (c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes, provided that: (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and (ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c)). 12.3 Crowdz may additionally disclose Confidential Information to any person: (a) who provides or may provide any goods or services to Crowdz in connection with the Platform or Application or any transactions contemplated by the Platform Agreements; or (b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or Platform Agreement and to any of that person’s affiliates and professional advisers, provided that: (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and (ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements.
13 Data protectionCrowdz and each User must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (UK), and US state and federal regulations) in relation to the access and use of the Platform and the performance of any transactions contemplated by these Terms and Conditions.
14 Crowdz14.1 Agora Intelligence, Inc., dba Crowdz is incorporated in California, with its headquarters located at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008 United States. 14.2 Crowdz is not authorised or regulated by the Financial Conduct Authority or the Prudential Regulation Authority (UK) and is not a regulated financial service (US). 14.3 Except as expressly stated in any Platform Agreement, the acceptance of these Terms and Conditions, the entry into and performance of any Platform Agreement and the access and use of the Platform does not and is not intended to create or constitute or otherwise give rise to any agency, trust or fiduciary relationship between Crowdz and a User and Crowdz shall have no obligations to any User other than as set out in a Platform Agreement.
15 Amendments and waivers15.1 Crowdz reserves the right to amend these Terms and Conditions (or any Amended Terms and Conditions) at any time and from time to time subject to providing 5 Business Days’ prior written notice (an Amendment Notice) to each User of the amended terms and conditions (the Amended Terms and Conditions) in accordance with Clause 11 (Communications). 15.2 The Amended Terms and Conditions shall be effective immediately on the expiry of the relevant notice period specified in Clause 15.1, which period shall start on and include the first Business Day after the date of the relevant Amendment Notice. Following any amendment of these Terms and Conditions or of any Amended Terms and Conditions pursuant to Clause 15.1, any reference in these Terms and Conditions to “these Terms and Conditions” shall be construed as a reference to the relevant Amended Terms and Conditions. 15.3 The Terms and Conditions applicable at any given time are available on the Platform or on request and at https://crowdz.io/legal and Users are advised to review the current Terms and Conditions on a regular basis.
16 Partial invalidityIf, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
17 Remedies and waiversNo failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under these Terms and Conditions shall operate as a waiver of any such right or remedy or constitute an election to affirm these Terms and Conditions. No election to affirm these Terms and Conditions by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.
18 Third Party RightsNo person other than Crowdz or a User has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of these Terms and Conditions.
19 Governing law and jurisdiction19.1 These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by English law in the United Kingdom and Californian law for Users originating in the United States. 19.2 Crowdz and Users not originating in the United States agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute with those Users arising out of or in connection with these Terms and Conditions (including a dispute relating to any non-contractual obligation arising out of or in connection with these Terms and Conditions). Crowdz and Users originating in the United States agree that the courts of California, County of Santa Clara, shall have jurisdiction over the parties in any action at law relating to the subject matter or the interpretation of these Terms and Conditions. 19.3 Crowdz and User, where originating outside of the United States, agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary. Crowdz and Users originating within the United States agree that the courts of California, County of Santa Clara, are the most appropriate and convenient courts to settle disputes and will not argue to the contrary. 19.4 Without prejudice to any other mode of service allowed under any relevant law, the User, if originating outside of the United States (unless the User is incorporated in England and Wales): (a) agrees to appoint within five (5) Business Days of the execution of these Terms and Conditions an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and (b) agrees that failure by a process agent to notify the User of the process will not invalidate the proceedings concerned.
Schedule 1 Definitions and interpretation
Part 1 Definitions1.1 In these Terms and Conditions: Amendment Notice has the meaning given to it in Clause 15.1. Amended Terms and Conditions has the meaning given to it in Clause 15.1. Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with. Authorised Person means any individual who is authorised to act on behalf of a User in connection with the Platform, including to accept these Terms and Conditions on behalf of that User. Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London. Confidential Information means all information relating to Crowdz or any User in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz or a User of Clause 12 (Confidentiality and data protection); (b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or (c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. Dollars or USD means the lawful currency of the United States of America. Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third-party communications network failures. GAAP means, in respect of any User, generally accepted accounting principles in the jurisdiction of incorporation of that User. Indemnified Person means each of Crowdz’s: (a) affiliates, directors, officers, employees or agents; and (b) affiliates’ directors, officers, employees and agents. Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step: (a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis); (b) a composition, compromise, assignment or arrangement with any of its creditors; (c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganisation); or (d) the enforcement of any security or encumbrance over any of its assets, any analogous procedure or step in any applicable jurisdiction. Insolvent means, in respect of any person, any of the following: (a) it is unable, or admits or has admitted its inability, to pay its debts as they become due; (b) it has suspended or threatened to suspend making payments on any of its debts; (c) there are undischarged Insolvency Proceedings against it; (d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP; (e) a moratorium has been declared in respect of any of its indebtedness; or (f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt. Intellectual Property Rights means any rights, title, benefit and interest in and to patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Platform has the meaning given to it in Clause 1.1. Platform Agreement means, in respect of any User: (a) these Terms and Conditions; (b) any Seller Agreement or Purchaser Agreement; and (c) any other agreement designated as a Platform Agreement by that User and Crowdz. Purchaser Agreement means, in respect of a User, the purchaser agreement entered into between that User and Crowdz. Registered User means any User that Crowdz has confirmed as being registered in accordance with Clause 4 (Confirmation of Registration). Registration Information means, at any given time, the information requested on the Platform login page when a User wishes to access the Platform for the first time. Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority. Sanctions Authority means, in respect of any User: (a) the United States government; (b) the United Nations; (c) the European Union; (d) the United Kingdom; or (e) the jurisdiction of incorporation of that User, including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT). Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including: (a) the Consolidated United Nations Security Council Sanctions List; (b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC; (c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and (d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT, each as amended, supplemented or substituted from time to time. Seller Agreement means, in respect of a User, the seller agreement entered into between that User and Crowdz. User means a company using the Platform for any of its functions. User Material means, in respect of a User, any and all information, documentation or material provided by or on behalf of that User to Crowdz or any other User in connection with the Platform and the transactions contemplates by the Platform Agreements.
Part 2 Interpretation1.1 Unless a contrary indication appears, a reference in these Terms and Conditions to: (a) Crowdz or any User shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions or any Platform Agreement; (b) these Terms and Conditions , a Platform Agreement or any other agreement or instrument is a reference to these Terms and Conditions, that Platform Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated; (c) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (d) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization; (e) a provision of law is a reference to that provision as amended or re-enacted; (f) the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; and (g) the words other and otherwise shall not be construed ejusdem generis with any preceding words where a wider construction is possible. 1.2 Any reference in these Terms and Conditions to a Clause or Schedule is a reference to a clause of, or schedule to, these Terms and Conditions. Clause and Schedule headings are for ease of reference only.
UPDATED ON APRIL 22, 2020
CROWDZ MADE THIS FOR YOU. PLEASE NOTICE WHAT IT SAYS.
This page is a letter to you from us, the team at Crowdz. It is written in plain language to be readable even if you are not a lawyer. It is called a “notice” because you are intended to notice what it says. By giving Crowdz information, whether through the Crowdz web page, software, or app, you are consenting to let Crowdz use that information sensibly and responsibly in connection with your relationship to Crowdz. That may seem obvious, but for good reasons, we want you to be aware.
You are entitled to have notice from companies about how the companies interact with your information and protect your privacy. Companies like ours use information like yours, daily, to do a job. We agree with the activists and regulators who decided that companies should notify individuals like you about how your information is gathered and treated.
Note: this notice will be revised from time to time.
WHO IS CROWDZ?
Crowdz is our company’s nickname. So that is what you call it: Crowdz. But its full given name is Agora Intelligence, Inc. dba Crowdz. (The “dba” bit just means the company is “doing business as” Crowdz. You know that one friend who always goes by their middle name? It is like that.)
Crowdz is a Silicon Valley, California startup, located at 51 E. Campbell Avenue, Suite 125, Campbell, California, in the U.S.A. It is a software company. It partners with other companies. Those partnerships help Crowdz’ software to do the thing it does, which we call the Crowdz Service.
WHY SHOULD I TAKE NOTICE?
Just like you do, we (the private individuals who make up the Crowdz team) sometimes wonder or forget how some random company got our name, personal email, or phone number. Crowdz does not want to be that company. So this page is meant to help you know what is going on. Because some companies benefit from incomplete transparency, the people trying to improve things now require companies like Crowdz to inform you (in a way that is likely to inform you) about how we use your information. If you are unlikely to notice what this says, then this is an ineffective notice.
Yes, you. If you are an individual natural person, that means you are more valuable than money, laws, or companies. So you have rights. (If you are a robot, skip this part. If you are unsure whether you are a robot, there is probably a captcha for that.)
WHAT IS MEANT BY “MY INFORMATION”?
When Crowdz says “your information,” we are referring to “Personal Information.” (For short, say “PI.” Some call it “Personally Identifiable Information,” or “PII”). PI is legalese for any information that could be used to personally identify the individual, i.e., you. Any PI is important for your privacy. You deserve to know what Crowdz might collect, why, and the basis on which Crowdz justifies keeping it and using it.
WHEN AND FROM WHERE DOES CROWDZ GET MY INFORMATION?
If you interact with Crowdz, Crowdz almost certainly has some information from and about that interaction. If you are reading this, you probably interacted with Crowdz in one of a few ways, maybe in a professional capacity. For instance, if you exchanged business cards with a Crowdz team member at a conference, we almost certainly entered the information you gave us into our customer relations management (“CRM”) software. Otherwise, you may have interacted with us through electronic means: by visiting or using one of our web pages, by visiting another company’s webpage that says “powered by Crowdz,” by directly using our app, or by electronically contacting us, such as by email.
IF YOU GAVE INFORMATION DIRECTLY, OFFLINE, IN-PERSON, OR BY MESSAGE
If a Crowdz team member received your information offline, such as in person, their procedure is to enter the information in the CRM, so we do not forget about you. In keeping with all the latest standards designed to protect your privacy, Crowdz made it impossible for its team members to save your information until they have included a note about how they received your information, and why we have the information. For instance, it might say “business card given at a conference, requested a demo.”
If you have a Crowdz team member’s contact information, such as a cell phone number or email address, PLEASE DO NOT directly message (e.g., text, email, “DM”, etc.) or tell sensitive information to Crowdz team members, no matter how excited you are to begin using the Crowdz service. Please do not send credit card information, bank or other financial account information, personal identification, tax or other government identification numbers, birthdates, or other such sensitive information directly to a Crowdz team member. Crowdz appreciates your enthusiasm and trust. One of the ways we protect you is by communicating through the proper channels, and building procedures that remove as much error as possible from the way we manage your information.
IF YOU VISITED CROWDZ ONLINE
Online web site visitors can be identified by their IP address. Collection of IP addresses is standard practice, and facilitates normal online management functions. Crowdz may also ascertain your location by your IP address.
Cookies, explained below, are the normal way that all your favorite websites interact with you. They make your life more convenient. They make your favorite companies better by allowing those companies to understand how people like you prefer to interact with their company web pages and products. Crowdz operates similarly.
On Crowdz web page(s), Crowdz currently uses only cookies from Google and Facebook. (If you use a browser that tracks cookies, you will see one from Facebook and four from Google: two YouTube and two from doubleclick.net, which is associated with Google Ads.) So if you visit our website, we will receive some of the information their cookies gather. Most information gathered is rather impersonal. But since some of it might be used to figure out who you are, we take precautions to treat it as PI.
Crowdz uses these cookies for the usual purposes: to better understand how people like you interact with our business, and to find ways to serve and communicate with people like you, and to improve the security, navigation ease, and any personalized attributes of your experience on our webpage. The information gathered is of the usual kind, such as what kind of browsers people like you use to view our web pages, how long people like you spend on a page, etc.
There are many ways you can use browser settings to disable cookies, and many online resources on how best to calibrate those settings to your preferences. Crowdz encourages you to disable cookies if cookies make you uncomfortable. However, if you disable cookies, you might experience a sub-optimal browsing experience whenever you come back to our website. California law entitles California residents to know how Crowdz responds to “Do Not Track” signal settings on browsers. Because no uniform technical standard has been developed, Crowdz does not currently respond to such signals.
IF YOU REGISTERED WITH CROWDZ
If you used a Crowdz web page to register for early access, Crowdz received the email address and stored it in a secure list that Crowdz uses to keep you updated. If you would like to be removed from the list you can simply contact us at https://staging.crowdz.io/contact.php. Crowdz is not in the business of selling contact information or lists, and will never sell your email address. To manage the list on which you placed your email by signing up, Crowdz uses a secure third party CRM software platform and a third party secure email campaign administration company. California Civil Code Section 1798.83 permits you to request information about disclosure of your PI by Crowdz for third parties’ marketing purposes. However, Crowdz does not disclose information for this purpose under any circumstance.
If you onboard yourself to Crowdz’ software platform, whether on a computer or via the mobile app, Crowdz will be required to gather much more personal information. This is gathered in order to verify that you are who you say you are, that you work for the company you say you do, and that your employer or company authorizes you to use the Crowdz Service on your company’s behalf (in other words, as a representative or agent of your company). Crowdz needs to work with other companies as part of the Crowdz Service; the Crowdz Service is impossible without them. When you give your information to Crowdz, so you can receive the Crowdz Service, you agree to let Crowdz send (“disclose”) that information to the other companies with whom Crowdz works to provide you the Crowdz Service. Third parties involved in the Crowdz Service are multiple licensed secure payment processors, banks, and currency conversion services.
WHY CROWDZ COLLECTS PERSONAL INFORMATION & HOW CROWDZ USES IT
Crowdz is required to explain to you that we use your PI for legitimate business purposes. These purposes are what you would expect, so some of this next part might seem obvious. The way the law talks about this is that Crowdz must have a lawful basis for using your PI. Among the businesses you encounter every day, two of the most common forms of lawful basis are “consent” and “legitimate interests.” Consent means you permit Crowdz to have and use your PI. Legitimate interests means Crowdz can identify a lawful, reasonable business reason to have and use your PI.
TO INTERACT AND DO BUSINESS WITH YOU, CROWDZ NEEDS YOUR INFORMATION
Crowdz cannot provide the Crowdz Service without having, storing, and using your PI. Crowdz needs to identify you to provide customer service and to reply to your requests or feedback. Similarly, without having your PI, Crowdz could not respond to your requests or communications about possible business ventures, collaborations, proofs of concept, price quotes, or technical answers. Also, Crowdz may need to contact you to give you administrative information such as updates to the Crowdz Service or the terms. Crowdz also needs to keep your PI in order to obey the law, and to maintain our contractual relationship with you.
TO MARKET OUR PRODUCT TO YOU, CROWDZ NEEDS YOUR INFORMATION
Especially if you signed up for updates or early access, if you are an existing customer, or if you are an investor, Crowdz needs to keep and use your PI to contact you with marketing materials, company news and updates, and newsletters. Crowdz is always finding better ways in our startup to track concrete, intentional consent. Crowdz will keep your PI to contact you only where there is a legitimate business interest in keeping your PI to contact you.
CROWDZ NEEDS TO USE INFORMATION LIKE YOURS TO REPORT ON ITS BUSINESS
The Crowdz team spends a fair amount of effort understanding how to better serve users, like you, of the Crowdz Service. Sometimes this means information will be gathered internally to show trend reports. Much of this information will not be PI, or at least will not be identifiable as presented. For instance, if we know what country your small business (SME) is in, that might be classified as PI. Knowing how SMEs in your country use the Crowdz Service will help Crowdz better serve small businesses in your country.
Crowdz will sometimes anonymize and aggregate information that includes your PI. You will no longer be identifiable, so the aggregate information will not be PI. Crowdz can use and disclose this information for its business purposes.
YOUR INFORMATION HELPS CROWDZ PERSONALIZE THE CROWDZ SERVICE TO YOU
Crowdz may use your PI to identify you and differentiate you from other users of the Crowdz Service in order to personalize interactions with you, provide better service to you in particular, and improve your individual efficiency and profitability in using the Crowdz Service.
When applicable, Crowdz will seek your consent to offer these personalized services. Crowdz will always offer these personalizations in connection with a legitimate business interest. In other words, Crowds will offer you personalized services that are relevant to your business and your relationship with Crowdz.
YOUR INFORMATION MAY BE REQUIRED FOR BUSINESS AND LEGAL REASONS
Crowdz may need to use information that includes your PI in order to find ways to improve the Crowdz Service through data analysis and modeling. Crowdz may need to undergo audits, to make sure its internal processes are functional and compliant with the law. Without using PI of our customers, it would be impossible to prevent fraud and ensure security. The development of new or existing products may require us to use information that could be used to identify who you are. Crowdz will use information, sometimes including PI, to fine tune the Crowdz Service and the way we communicate about that service to people like you. This also applies to expanding the Crowdz Service based on what we learn about how you most prefer to use the Crowdz Service.
WHERE DOES CROWDZ STORE MY INFORMATION?
Crowdz stores all of its data in secure servers in the cloud. Crowdz obviously does not have control of what you do with your own login information. Please keep your password or other login information confidential. Please do not use one login for more than one person, employee, or coworker. Unfortunately no internet transmission of information is entirely secure. When you send Crowdz information, Crowdz cannot be responsible for its security until it is on Crowdz’ servers. Crowdz takes appropriate and extensive measures to protect the security of your PI, but Crowdz cannot guarantee that your PI will never be disclosed, altered, or destroyed in some way inconsistent with this notice.
Crowdz is a United States company with a subsidiary in the United Kingdom. Most of the business is operated in the United States, by a team that telecommutes between California and other states. Most information we receive enters the United States, whether or not it originates in another place.
Note that Crowdz is a blockchain-technology based company. The blockchain is a transparent, immutable (unchangeable), distributed ledger. During design phase of the software underlying the Crowdz Service, measures were taken to ensure that none of your PI will be logged to the blockchain. Your use of the Service will be logged to the distributed ledger, but you will not be personally identifiable by the information Crowdz logs to the blockchain.
DOES CROWDZ DISCLOSE OR SHARING MY INFORMATION?
Crowdz’ subsidiary, Crowdz UK, mutually shares information. So your PI may be shared with one or the other.
HOW LONG DOES CROWDZ RETAIN MY INFORMATION?
Crowdz will keep your PI for at least the minimum amount of time sensible for carrying out the contractual relationship between you and Crowdz. Crowdz may also keep the information longer if it is necessary for records, like for taxes or audits. Crowdz may also keep your PI as legally advisable for litigation or regulatory inspections.
YES YOU CAN
If you would like to access, correct or change, or delete your PI, please contact us using the Contact page on our website. Our data protection officer is in-house at our Campbell, California office as of this notice. We will respond to your request in accordance with the applicable laws. More importantly, Crowdz will do its best to accommodate your right to access, correction, and deletion. Please understand that some PI may not be legally deleted, such as records of transactions that need to be available for audit.