terms OF USE

 

Crowd Act

Last amendment date: 23 November 2012.
 
Crowd Act Inc. ("Crowd Act") owns and operates the website and related services located at www.CrowdAct.com.  (The website and all related services and any related documentation are called, collectively, the "Website".)
These Term of Use set out the agreement between you and Crowd Act (the "Agreement") under which you may access and use the Website.  

BY ACCESSING OR USING ANY OF THE WEBSITE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS THE SAME MAY BE AMENDED AS PROVIDED HEREIN.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS SET OUT IN THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE WEBSITE.
YOU MAY NOT ACCESS OR USE THE WEBSITE IF YOU ARE LESS THAN 13 YEARS OF AGE.  


Amendments


Crowd Act may amend this Agreement at any time by posting a new agreement in place of this one.  These amendments may include, without limitation, adding to, deleting from or modifying any of the provisions in this Agreement.  Crowd Act will post notice that the Agreement has been amended on its main website located at www.CrowdAct.com for a period of 30 days.  The amended agreement shall automatically be effective when posted.  Your continued use of the Website following the posting of the amended agreement and the posting of such notice shall mean that you accept the terms of this Agreement as amended.  If you do not agree with any of the terms or conditions in the amended Agreement then you agree to immediately cease all use of the Website, which shall be your sole recourse and remedy in the event you are dissatisfied with the amended Agreement. This Agreement may not otherwise be amended.  

The first paragraph of this Agreement indicates when the Agreement was last amended.  Please check back regularly to review for changes. 


License


Provided you are fully complying with this Agreement, you are granted a non-exclusive and non-transferable license to use and access the Website.  


Access

 
In order to access and use the Website you agree to abide by the terms and conditions of this Agreement.  

Certain portions of the Website may require you to have a user id.  This may require you to provide some of your personal information to Crowd Act.  You agree to (a) provide true, accurate, current and complete information about yourself as requested and (b) promptly update this information as required to keep it true, accurate, current and complete.

If you select a username or other identifier, we reserve the right to require that you change the same if we determine in our sole discretion that the username or identifier is not appropriate or incorporates a third party trademark or an element that is confusingly similar to a third party trademark.

Crowd Act has the right, in Crowd Act's sole discretion, to suspend or terminate your current and future access and use of the Website in the event Crowd Act reasonably believes that you are conducting yourself or providing information or other material in a manner which is in breach of this Agreement.

You shall not permit any other person to access the Website through use of your userid/password or otherwise.  You will be solely responsible for all activity of any person using your userid/password.  You are solely responsible for ensuring that your userid/passwords are kept secret.  

Crowd Act may monitor your use of the Website to ensure compliance with this Agreement.


Privacy


Your privacy is very important to Crowd Act.  Our Privacy Policy sets out our privacy practises.  You can view our Privacy Policy at [Drafting Note: Provide a link to the Privacy Policy.] We strongly encourage you to review our Privacy Policy so you understand how your personal information is collected, used and disclosed as well as our privacy practises.


Credits and Fees


In order to access certain portions of the Website and/or use some services or features of the Website you may be required to pay a fee.
In order to access certain portions of the Website and/or use some services or features of the Website you may be required to pay with credits.  As you access those portions of the Website and/or use features or services that require credits, the credits in your account will automatically be reduced in accordance with the number of required credits.

You can purchase credits from time to time.  Credits are non-refundable, have no cash value and are non-transferable.  As well, credits expire one year after they have been credited to your account.  


Standards of Conduct


Crowd Act has established a Standards of Conduct, as may be amended from time to time.  You can view our Standards of Conduct at [Drafting Note: Provide a link to the Standards of Conduct.] You are required to abide by the Standards of Conduct.  If you fail to abide by the Standards of Conduct then Crowd Act shall be entitled to deny you access to the Website and terminate your account.  


Prohibited Activities


You shall not submit any information or material or provide a link to any material, information, product or service, whether to the Website or to any other participant of the Website:
 
 
  • which infringes or potentially infringes any third party intellectual property or other proprietary right including without limitation, copyright, patent, trademark, trade secret, right of publicity or privacy;
  • which is harmful or potentially harmful including, without limitation, that which places the integrity or security of any computer system at risk or distribute any virus, Trojan horse, worm, time bomb or other harmful or invasive computer code; or
  •  which in any way violates any federal, state or provincial law, statute, ordinance or regulation in any jurisdiction including without limitation those relating to export control, consumer protection, unfair competition, discrimination or false advertising.

You shall not, in connection with the Website:
 
  • undertake any activity which creates liability, loss or damage or potentially creates liability, loss or damage to Crowd Act or any of its suppliers or any other participant of the Website;
  • fail to comply with any governmental law, rule, regulation or order that applies to your activities, including but not limited to, tax, consumer protection, unfair competition, discrimination, false advertising, sales and commerce laws and regulations.  You are responsible for determining which laws and regulations apply to you and that your use of the Website complies with those laws and regulations;
  • import, export, sell or offer to sell, directly or indirectly, any regulated item or information in breach of any embargo, trade sanctions, import or export control law that may be imposed by the government in any country;
  • use any spider, robot or other automatic means to search or monitor the Website or any content contained in the Website or any other participant of the Website;
  • you may not offer, promote or publicize any promotional contest;
  • you may not offer, sell, promote or publicize any products or services over the Website;
  • you may not use the Website or any of your postings or other material for any commercial purpose;
  • obtain or seek to obtain access to any software or data of Crowd Act or any of its suppliers other than as specifically permitted as set out in the documentation and as reasonably necessary to use the Website;
  • use any automatic means, including software, to interfere with or attempt to interfere with the Website or any related service or their use by any other participant;
  • cause any unreasonable burden or load on the Website or its computer systems;
  • undertake any activity which creates loss or damage or potentially creates loss or damage to Crowd Act's computer systems;
  • use any material of Crowd Act that is protected by copyright without written consent;
  • use any trademark of Crowd Act without written consent; or
  • use Crowd Act's or any of its supplier's systems, servers or networks for any purpose other than what is reasonably necessary to use the Website.
     

Other Participants and Verification


Other participants of the Website can create a profile on the Website.  A profile is used by a participant to describe who they are.  This applies to both individuals and entities such as companies.  

As with any activity on the Internet, there is a risk that any other individual or entity may be misrepresenting who they actually are.  Their motivation for this misrepresentation may include for the purposes of fraud, deceit, identity theft and other criminal activity.  As such, Crowd Act strongly encourages you to be vigilant in all interactions with others participants of the Website.

Crowd Act does not attempt to verify that any individual or entity is who they claim to be.  

BY ACCESSING OR USING ANY OF THE WEBSITE YOU AGREE TO ASSUME ALL RISKS OF LOSS OR DAMAGE THAT MAY ARISE AS A RESULT OF YOUR INTERACTION WITH ANY OTHER PARTICIPANT OF THE WEBSITE.


Your Submissions


The Website enables you to submit postings, information, other material and links to the Website and to other participants.  (A posting, information, other material or link submitted by you is called a "Submission".)   You agree that all of your Submissions will be in compliance with this Agreement.
Crowd Act does not claim ownership over any of your Submissions.  As well, you can control how they may be distributed through various settings.  Please see the documentation for further information.

For all Submissions covered by intellectual property rights you specifically grant to Crowd Act a non-exclusive, transferable, sub-licensable, royalty-free, irrevocable worldwide license to use, store, reproduce, process, display, disclose, distribute, publish, broadcast, edit, modify, transmit and to otherwise commercially exploit such Submissions in any manner whatsoever, whether in connection with the Website or Crowd Act's other businesses or otherwise.   For greater certainty, the foregoing permits Crowd Act to publish your Submissions, whether alone or with other material, in any form, style or medium whatsoever, now known or later developed, including in book form and on the Internet.

You also grant to Crowd Act a license to allow others to link to your Submissions including in connection with commercial activities and advertising.
If you do not own any Submission, you must first obtain all consents and licenses required to submit the Submission to the Website, the processing of the Submission on the Website, Crowd Act's handling of the Submission in connection with the Website, for the grant of your licenses set out in this section and as otherwise contemplated in this Agreement.  

Nothing in this Agreement will operate to prevent Crowd Act from complying with the law.

All your Submissions may be subject to review by Crowd Act prior to posting the same to the Website or being made available to other participants.  Crowd Act may refuse to post any Submission and may remove the same for any reason, in its sole discretion.  Notwithstanding Crowd Act's review, if any, you agree to indemnify Crowd Act and all other participants for any loss or damage that Crowd Act or any participant may suffer as a result of any Submission that you submit.

Crowd Act's posting of any Submission does not mean that Crowd Act agrees that the Submission  complies with this Agreement or that Crowd Act agrees with the content of the Submission.

For any link submitted, Crowd Act may not review the information or the third party Website that the link may resolves to.  Further, the information may become incorrect or the third party Website may change over time.  Notwithstanding Crowd Act's review, if any, you agree to indemnify Crowd Act and other participants for any loss or damage that Crowd Act or any participant may suffer as a result of the posting of any link that you submit.

Crowd Act and its suppliers shall have no liability to you for any loss of use of the Website or any of your Submissions or loss or corruption of any your Submissions.
Further, for any Submission that is made available to other participants, Crowd Act has no ability to control how those other participants may access and use your Submissions, including, copying, publishing and distributing those Submissions elsewhere.


Personal Information


You shall ensure that you fully comply with all privacy legislation in relation to any personal information you submit to the Website and in particular, you shall obtain any required consents to the placement of any personal information on the Website and to the use, storage, reproduction, processing, display, disclosure, distribution and transmission of the personal information in connection with the Website and Crowd Act's business and all other ancillary activities reasonably necessary for Crowd Act's operation of the Website and its business.  


Participant Submissions


The Website allows other participants to make submissions for posting to the Website, including links to other resources on the Internet.  Some of these submissions may be reviewed by Crowd Act prior to its posting.  However, even if Crowd Act reviews and posts a submission to its Website it does not mean Crowd Act agrees with or endorses the same.  Further, you should assume that Crowd Act has not, in fact, reviewed, verified or investigated any submission that has been submitted to the Website or made available to you or any website to which a link may resolve.  All such submissions remain the sole responsibility of the person who submitted the same.  

Further, you are strongly encouraged to use caution in any reliance on any information, link or other submission that has been posted to the Website or made available to you and you are strongly encouraged to use a secondary means to verify the veracity of any information, link or other submission posted to the Website or otherwise made available to you.

You agree to assume all risks in regards to the condition, suitability, safety, accuracy, quality, integrity and legality of any information or other submission you may use or rely on as well as in respect of any information, product or services offered or made available through any link which has been submitted and posted.  Under no circumstances will Crowd Act be liable in any manner for the same.


Changes and Availability of the Website


Crowd Act may change, add to or delete from the Website or any related services at any time without notice.  You agree to bear all risks, costs and damages that you may incur or suffer as a result of those changes.
You agree that Crowd Act will not be liable for any delay or unavailability of any of the Website, whether due to an act or omission of Crowd Act or an act or omission of any third party.


Security


Crowd Act shall ensure that appropriate firewalls and other security measures are in place to ensure that the Website is secure against unauthorized access in accordance with industry standards.  However, you acknowledges and agrees that applications and systems which are made available over the Internet are inherently insecure against motivated individuals and Crowd Act and its suppliers shall have no obligation or liability to you for any breach of such firewalls or security measures as a result of same.


Links to Internet Resources


Links to other Internet resources which are provided by Crowd Act on the Website are provided as a courtesy and you may only use them at your sole risk.  The condition, suitability, safety, accuracy, quality, integrity and legality of any information, content or other material or any products or services available from or through any links are not investigated, verified or monitored by Crowd Act.  Crowd Act will not be responsible for any such information, content or other material or any such products or services.  Further, the posting of any link does not mean Crowd Act agrees with or endorses any information, content or other material or any products or services available from or through any such links.

No partnership or other relationship should be implied merely from the fact that a link to a third party website is provided on the Website.


Your Suggestions


By making any suggestion or comment to Crowd Act you will thereby be granting , and you agree to grant, to Crowd Act a world-wide, royalty-free, non-exclusive and irrevocable license to use that suggestion or comment in any manner that Crowd Act may wish, including to improve the Website.  You hereby agree and acknowledge that you will not receive any compensation in connection with the same.  
Further, you hereby agree and acknowledge that by providing a suggestion or comment you may be giving up certain proprietary rights, including the right to apply for a patent and the right to receive any economic benefit from your suggestion or comment.  If you are not prepared to grant the foregoing license and to give up these rights or if you do not understand the consequences of providing a suggestion or comment then you should not provide the suggestion or comment to Crowd Act.  Further, if you are in doubt, we encourage you to speak to a lawyer.


Title


You agree that title to and ownership of the Website and any modifications or upgrades made thereto and all intellectual property rights therein shall at all times be held by Crowd Act and its suppliers.

You shall not have any right, title or ownership interest in the Website except the limited right to access and use the Website in accordance with the terms and conditions set out in this Agreement.

You may not, directly or indirectly, decompile or reverse engineer the Website or do anything to attempt to reveal, generate or obtain the source code for the Website.
You may not modify, copy, publish, republish, transmit, sell, create derivative works, display, frame or in any way exploit any content contained on the Crowd Act Website.  While you retain ownership of your own Submissions to the Website you may not in any way commercially exploit your Submissions in connection with the Website.


Errors and Defects


Crowd Act does not represent or warrant that any errors in the Website can or will be corrected.  Any such corrections will be solely at Crowd Act's discretion.  Crowd Act and its suppliers shall have no liability or obligation to you or any third party in the event of any defect or error or any omission in the Website.  
Warranty Disclaimer

THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS USED BY YOU AT YOUR SOLE RISK.  EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN CROWD ACT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING THE WEBSITE, INCLUDING ANY AND ALL WARRANTIES AND CONDITIONS OF DESIGN, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, PERFORMANCE AND ANY AND ALL WARRANTIES AND CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, CUSTOM OR TRADE USAGE AND THOSE WHICH MAY BE IMPLIED BY STATUTE.  
THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS, VIRUSES AND OTHER LIMITATIONS.  CROWD ACT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH BUGS, ERRORS, PROBLEMS, VIRUSES OR OTHER LIMITATIONS.


Limitations of Liability


UNDER NO CIRCUMSTANCES SHALL CROWD ACT OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY INJURY INCURRED OR SUFFERED BY YOU WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE WEBSITE WHETHER OR NOT CROWD ACT OR ANY OF ITS SUPPLIERS WAS TOLD OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR INJURY AND INCLUDING BUT NOT LIMITED TO THOSE RESULTING FROM DEFECTS IN THE WEBSITE.
 
IN ALL OTHER CIRCUMSTANCES, CROWD ACT'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, HOWEVER ARISING, SHALL BE LIMITED TO $10.00 (CDN) OR THE FEES THAT YOU HAVE ACTUALLY PAID TO CROWD ACT, WHICHEVER IS HIGHER.  THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.


Indemnity


You agree to indemnify and hold Crowd Act, its employees, officers, directors, agents and partners harmless from any and all claims and demands, including reasonable attorney fees, made by anyone due to or arising in connection with your use of the Website or your violation of this Agreement.
Basis of Bargain

You agree and acknowledge: (i) that Crowd Act has set fees and the parties have entered into this Agreement in reliance on the warranty disclaimer, limitations of liability and indemnity provisions set forth herein; (ii) that the same reflect an agreed-to allocation of risk between the parties (including the risk that a remedy may fail its essential purpose and the risk of suffering indirect damages); and (iii) that the same forms an essential basis of the bargain between the parties.  You agree and acknowledge that Crowd Act would not have been able to provide access to and use of the Website on an economic basis (taking into account the amounts charged, if any) without such allocations of risk.  If you do not fully agree with the foregoing you may not access or use the website.


No Agency


The parties are independent parties and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended nor created by this Agreement and neither party shall state or imply anything to the contrary.  


No Waiver


Crowd Act's failure to insist upon or enforce strict compliance with any provision of this Agreement shall not be construed as a waiver of any provision or right of the same or different type in the future.


Entire Agreement


The terms and conditions set out in this Agreement constitute the entire terms and conditions with respect to the access and use of the Website and the relationship between the parties for the purposes of the same.  No representative of Crowd Act is authorized to amend the terms of this Agreement other than as specifically provided for herein.  


Headings


All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.  
Severability

If any term or condition of this Agreement or the application thereof to any party or circumstance shall be invalid or unenforceable to any extent the remainder of this Agreement and the application of such term or condition to a party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby and each remaining term or condition of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.  


Assignment


This Agreement may not be assigned by you.  We may assign this Agreement and the Website in connection with a merger or acquisition or other restructuring or other sale or transfer.


Rights and Remedies


The rights and remedies of a party hereunder are cumulative and no exercise or enforcement by a party of any right or remedy hereunder shall preclude the exercise or enforcement by the party of any other right or remedy hereunder or which the party is otherwise entitled by law or equity.


Governing Law


This Agreement, the relationship between you and Crowd Act and your use of the Website and any related services and the resolution of any dispute arising between the parties shall be governed and construed in accordance with the laws of the Province of Alberta and those of Canada applicable therein, without reference to their conflict of laws.  


Attornment


You agree that any legal action or proceeding between you and Crowd Act which in any way concerns this Agreement or the use of the Website or the relationship between the parties in connection with the same shall be brought exclusively in the courts of Alberta.  Notwithstanding the foregoing, any party may apply to any court of competent jurisdiction for any equitable relief by way of restraining order, injunction, decree, specific performance, mandatory injunction or otherwise where damages could not adequately be compensated by monetary award and where the Courts of Alberta would not have adequate jurisdiction to grant an effective equitable remedy.


Survival


The rights and obligations under Your Suggestions, Title, Errors and Defects, Warranty Disclaimer, Limitations of Liability, Indemnity, Basis of Bargain, Attornment, Survival and Third Party Rights shall survive the termination of this Agreement for whatever reason.  Termination does not relieve any party of any liability accruing to the date of termination.


Third Party Rights


This Agreement does not confer any third party beneficiary rights.


Notices


Any notice, direction or other communication given regarding the matters contemplated by this Agreement must be in writing and sent and addressed:
to Crowd Act by personal delivery, courier or facsimile at:

[•]
Facsimile:     [•]
Attention:    [•]

to you at the email address provided during the registration process.
 
A notice is deemed to be given and received by Crowd Act: (i) if sent by personal delivery or same day courier, on the date of delivery if it is business day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day; (ii) if sent by overnight courier, on the fifth business day following delivery of the notice to the courier; or (iii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile.
 
A notice is deemed to be given and received by you on the sending of the email.  You will be deemed to have received the email even if it is undelivered.  If your email address changes, you are responsible for updating your email address in your account settings.  Further, you are responsible to ensure that your email account and email address are functioning at all times.  You will bear all risks for failure to comply with the foregoing.

Crowd Act may change its address for service from time to time by providing a notice in accordance with the foregoing.  You may change your address for service from time to time by updating your account information with your new email address.  Any subsequent notice must be sent to the party at its changed address.
 
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