Risks, Privacy, Refund, Terms of Service

 

Risks of funding new projects

Funding new solar projects or early stage businesses involves risks, including illiquidity, lack of dividends, loss of capital, and dilution, and it should be done only as part of a diversified portfolio.  CrowdSun is targeted exclusively at Crowdfunders who are sufficiently sophisticated to understand these risks and make their own investment decisions. You will only be able to invest via CrowdSun once you are registered as sufficiently sophisticated. 

Risk warning

Funding (some call it “investing” in) new solar projects, start-up and early stage businesses can be very rewarding, but it involves a number of risks. To fund a solar project  through CrowdSun you must understand five important risks.  These are:

Loss of capital

Most start-up businesses fail and therefore placing funding in these businesses may involve significant risk and it is likely that you may lose all, or part, of your funding. You should only fund a solar project with an amount that you are willing to lose and should build a diversified portfolio to spread risk. If a solar project you fund fails, neither the company – nor CrowdSun – will pay you back your capital.

Lack of liquidity

Liquidity is the ease with which you can receive your funding back after you have funded a project.  Funds for solar projects pitching through CrowdSun cannot be returned easily as they are unlikely to be listed on a secondary trading market, such as the New York Stock Exchange,  or NASDAQ.  Even successful companies rarely list shares on such an exchange. In addition, you may not receive a voting interest in the projects or companies that you are funding.  Read the prospectus carefully regarding this.

Without a public market to find a buyer to take over your funding interest, it may be more difficult to receive your funds back. Funding through CrowdSun should be viewed as a long term and illiquid proposition.

Rarity of dividends

Dividends are payments made by a business to its shareholders from the company’s profits.  Most of the companies pitching on the CrowdSun website are start-ups or early stage companies, and these companies will rarely pay dividends to their funders. This means that you are unlikely to see a return on your funding until you are able to sell your shares or until the solar project’s owner has the ability to return some yield to you once the project is profitable.

Profits are typically re-invested into the business to fuel growth and build shareholder value. Businesses have no obligation to pay shareholder dividends. However, CrowdSun is seeking projects that will return yield and capital to funders so that all parties are happy.  CrowdSun will do its best to filter those projects that havea reasonable expectation to perform according to the terms laid out on the solar project’s profile page (although this is not a guarantee of that).

Possibility of dilution

Any funding made through CrowdSun may be subject to dilution in the future, although again we strongly discourage supplemental capital funding after initial funding – and therefore dilution. Dilution occurs when a company issues more shares. Dilution affects every existing shareholder who does not buy any of the new shares being issued. As a result an existing shareholder’s proportionate shareholding of the company is reduced, or ‘diluted’-this has an effect on a number of things, including voting, dividends and value.

Some businesses who pitch through CrowdSun may offer A-Ordinary Shares, which may include pre-emptive rights that protect an investor from dilution.  In this situation the business must give shareholders with A-Ordinary Shares the opportunity to buy additional shares during a subsequent fundraising round so that they can maintain or preserve their shareholding. Please check a pitch, and the Articles of the company to see if the shares you are buying will have these pre-emption rights. Most companies do not offer pre-emption rights for B Investment Shares.  Most solar projects on CrowdSun are encouraged to offer yield on funds rather than equity interest.

The need for diversification

Diversification involves spreading your money across multiple investments to reduce risk. However, it will not lessen all types of risk.

Diversification is an essential part of investing. Funders should only invest a proportion of their available funds via CrowdSun and should balance this with safer, more liquid investments.

Your Privacy

The website CrowdSun.com and the services available on it (collectively, we’ll refer to these as the “services”) are provided to you by the Company, as listed below. As we provide you (or the organization for which you are acting) with the CrowdSun services, we collect some personal information. This Privacy Policy tells you how CrowdSun uses and works to protect your information.

By using CrowdSun, you agree to the terms and conditions of the User Agreement, including this Privacy Policy, and you consent to our privacy practices. This includes the use and disclosure of any personal information you have shared with us and its transfer to and storage on our servers in the United States, as described below.

Collection

When you register for the CrowdSun services and apply for an account, we may collect information about you, including:

  • Information that you provide to us to set up a user account for you and identify you on the site, including user name, password, and secret questions and answers.
  • Contact information, including first and last name, phone number, fax number, email address and mailing address.
  • Payment information, including email address, bank account and routing number.
  • Profile information, including your investment preferences and other information you may provide us that allows us to customize your CrowdSun experience.
  • Other information we are required by law to collect from you, or from consumer reporting agencies, to process securities-related transactions, to assess the suitability of various investments, and to comply with tax laws and anti-money laundering laws. This includes Social Security number, date of birth, gender, country of citizenship, liquid assets, net worth, education, occupation, employment status, employer contact information, annual income, investment objectives and suitability profile.

We may obtain information about you when you interact with CrowdSun, for example, your transaction history, information about your contacts with Customer Service, and your responses to promotions or special offers.

We may collect some information automatically from your computer while you browse our website, such as where you go on the site and what you do there. We collect your Internet Protocol (IP) address, computer and connection information, browser type and version, operating system, Internet Service Provider (ISP), time stamps, banner ads you click, the URLs you come from and go to next, and a cookie number.

We may also obtain information about you through other sources such as credit agencies, affiliates and business partners.

Use

We use the information we collect to:

  • Operate the CrowdSun site.
  • Verify your identity and contact information.
  • Provide you with information and services you request.
  • Set up your account, issue an account number and a secure password, maintain your portfolio and activity, and contact you with account information.
  • Customize your experience on the CrowdSun site.
  • Communicate with you about your transactions, service updates and other administrative issues.
  • Send you targeted marketing and promotional offers, based on your communications preferences.
  • Measure and improve our site and services.
  • Resolve disputes, address complaints and troubleshoot technical problems.
  • Analyze site and user behavior and prepare aggregated reports.
  • Comply with applicable laws and regulations.

 

Sharing and Disclosure

The cornerstone of this Privacy Policy is our commitment to keep your personal information confidential. CrowdSun does not sell, license, lease or otherwise disclose your personal information to any third party for purposes of marketing by the third party or for any reason, except as described below. To provide our products and services, we may disclose your information to the following parties:

Issuers. We may share your information with our participating issuers. They will use the information only as necessary to complete your transactions and to include collect the information needed to register you as a shareholder of the issuer and issue the shares that you have purchased.

 

CrowdSun.comAffiliates. We may share information with present or future affiliates, including our subsidiaries, joint ventures or other companies under common control, where it may be used to provide joint services or for such purposes as internal statistics, strategic decision-making, customer reviews, identifying customer trends, customer verification, fraud prevention and security. You may limit our affiliates from marketing their products or services to you based on personal information that we collect about you and share with them. This information may include your name, email address, mailing address, age, employment status, general account and demographic information and account history with us. Your choice to limit marketing offers from our affiliates will apply until you tell us to change your choice. You can opt back in at any time. To limit affiliate marketing offers, contact us by e-mail at support@CrowdSun.com, change your account preferences in My Account or contact us at Customer Service.

Service Providers. We may share information with service providers under contract who help with our business operations and internal functions, for example, verifying our users, processing accounts, order fulfillment, client service, client satisfaction surveys or other data collection activities relevant to our business, maintaining the CrowdSun site, and providing related services, such as electronic funds transfers and wires. Our service providers are required to protect personal information in a manner similar to the way we protect personal information and to use it only for the services they provide to us.

 

Legal and Other Disclosures. We may disclose information when permitted by law or under the good-faith belief that such disclosure is necessary under applicable law; to comply with legal process served on CrowdSun ; to protect the property or interests of CrowdSun , its agents and employees; or to protect personal safety or the public.

Assets. As our business evolves, CrowdSun may sell, transfer or otherwise share some or all of its assets in connection with a merger, reorganization or sale of assets, or in the event of bankruptcy. In such an event, personal information may be one of the assets transferred.

If we propose to share information in a manner not covered in this Privacy Policy, we will notify you of this change by posting an addendum on our site, a notice in the “Announcements” or “What’s New” section of the site, and if appropriate, provide you an opportunity to opt out of such use.

Email Communications

Choice/Opt-Out. Because we do not share your personal information with non-affiliated third parties for marketing purposes, there is no need for you to opt out of such uses. At any time, you have the ability to opt out of receiving marketing communications from CrowdSun, but you may not opt out of administrative emails (for example, electronic delivery of financial information, or emails about your transactions or our policy changes) while you are a registered CrowdSun  user. In such cases, you can opt out by changing your email preferences in My Account or by using the link provided at the bottom of each marketing email.

Email Tools. If you send emails to a recipient through our site, they will receive your email address and any personal message you include. We use the email addresses you provide to send your requested communication and for no other purpose. We may be required by law to retain these emails; they are not private communications. You may not use our email tools to send spam or content that violates the User Agreement.

Anti-Spam Policy. CrowdSun does not tolerate spam. We do not send emails to anyone without permission, and we do not sell or rent email addresses to any unauthorized third party. This does not mean that we can prevent spam from happening on the Internet. If you believe that you have received an unsolicited email from us, please contact Customer Service and we will investigate.

Cookies and Web Beacons

CrowdSun, our service providers, and other members of our corporate family who provide us with joint services, will sometimes place anonymous cookies or web beacons on your computer when you visit the site. We use these cookies and web beacons to recognize returning users, provide relevant content, measure traffic and activity on the site, monitor and improve our services and protect against fraud. You can block cookies by changing the settings on your browser (consult your browser help menu to find out how), but doing so may prevent us from delivering certain services to you. Your browser must be set to accept cookies in order to access CrowdSun  as a registered user.

Accessing, Reviewing and Changing Your Personal Information

We urge you to review your information regularly to ensure that it is correct and complete. As a registered user, you can review and change your personal information by accessing My Account. You may not be able to change some account information online. If you are unable to make your desired change in My Account, please contact Customer Service for assistance. Although we will require you to revalidate your personal information periodically, you should promptly update your personal information if it changes or becomes inaccurate.

You can request that we close your CrowdSun  account by e-mailing Customer Service at support@crowdsun.com.  After we close your account, we may retain some information to comply with law, prevent fraud, assist with investigations, resolve disputes, analyze or troubleshoot programs, enforce our User Agreement and take actions otherwise permitted by law. If your account or membership is terminated or suspended, we may retain some information to prevent re-registration.

 

Security

We view protection of your privacy as a very important principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. We have implemented physical, electronic and procedural safeguards that are designed to protect the security of your information in compliance with applicable U.S. federal and state regulations. These include advanced firewall and password protection for our databases, physical access controls to our buildings and files, and restricted access to your personal information to employees that need to know that information to operate, develop or improve our services.

We have invested in leading-edge security software, systems and procedures to offer you a safe and secure investing platform and protect your personal, financial and investment information. While no security system is absolutely impenetrable, we will continually monitor the effectiveness of our security system and refine and upgrade our security technology as new tools become available.

Links to Other Sites

The CrowdSun site may contain links to other websites. We are not responsible for the privacy practices or the content of these sites. If you have concerns about how another website collects and uses information about you, make sure to read that site’s own privacy policy.

General

We may change this policy from time to time, and we will post the amended terms on the CrowdSun  site and notify you by email of major changes. Amended terms will take effect immediately for new users, and 30 days after they are posted for existing users. You should review this Privacy Policy periodically to remain informed of any changes. You agree to accept posting of a revised Privacy Policy electronically on this site as actual notice to you.

We are strongly committed to our relationship with you and want to be sure you understand the steps we have taken to protect your personal information. If you have any questions, complaints or comments, please e-mail us at support@crowdsun.com.

For funds that are already pledged to a project, we may be able to make a refund up until the issuance of the funding.

Please contact support@crowdsun.com giving us your Username if you would like to withdraw your funds from an existing project.  Also, contact us at support@crowdsun.com if you would like to withdraw your funds from your account.

Terms of Use

These terms of use govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website. The term, “Company” shall be CrowdSun, its parent company, or affiliates. The term “Service” shall mean the act of funding projects through the funding portal of www.crowdsun.com owned and operated by NextWave Solar, Inc.  The term “Project Owner” shall mean any person or entity or group of people who submit a project for funding. The term “Funder” shall mean any person or group or group of people who submit funds to various projects. The term “Portal” shall mean crowdsun.com and all associated pages within this website.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Terms of Use”), which term also incorporates the Privacy Policy available at www.crowdsun.com/privacy/, and all other operating rules, policies and procedures that may be published from time to time on the Portal by Company, each of which is incorporated by reference and each of which may be updated by Company from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

By using this website and by agreeing to these terms and conditions you warrant and represent that you are at least 18 years of age. IF YOU ARE UNDER AGE 18 YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THIS SERVICE, AS WELL AS HAVE THEM READ AND AGREE TO THESE TERMS.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of Company privacy policy / cookies policy.

License to use website

Unless otherwise stated, CrowdSun.com and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages or other content from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

  • republish material from this website (including republication on another website);
  • sell, rent or sub-license material from the website;
  • show any material from the website in public;
  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
  • edit or otherwise modify any material on the website; or
  • redistribute material from this website except for content specifically and expressly made available for redistribution.

Where content is specifically made available for redistribution, it may only be redistributed within your organization.

Unacceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, root kit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Company’s express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without Company’s express written consent.

Restricted access

Access to certain areas of this website is restricted. Company reserves the right to restrict access to other areas of this website, or indeed this entire website, at the Company’s discretion.

If Company provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

Company may disable your user ID and password on the platform at its sole discretion without notice or explanation.

User content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Company the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Company or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Company reserves the right to edit or remove any material submitted to this website, or stored on Company servers, or hosted or published upon this website.

The Project Owners and Funders, as users, agree to protect, defend, and save the Company, its elected and appointed officials, agents, and employees harmless from and against all claims, demands, litigation and causes of action of any kind. The user’s promise to hold the Company harmless shall include the cost of defense of any claim raised against Company because of the action, inaction or omission of the user’s employees, representatives or agents due to any reason including, but not limited to, fraud, misrepresentation, mistakes, unlawful illegal actions, failure to perform or produce, or damage to property arising out of services performed or omissions of services. If any judgment is rendered against Company then the user agrees to be completely and solely responsible for the satisfaction of said judgment and the Company has a right of reimbursement for any and all costs incurred.

Notwithstanding Company rights under these terms and conditions in relation to user content, Company does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided “as is” without any representations or warranties, express or implied. Company makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Company does not warrant that:

  • this website will be constantly available, or available at all; or
  • the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

Limitations of liability

Company will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

  • to the extent that the website is provided free-of-charge, for any direct loss;
  • for any indirect, special or consequential loss; or
  • for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if Company has been expressly advised of the potential loss.

The Project Owners and Funders, as users, agree to protect, defend, and save the Company and its affiliates, its elected and appointed officials, agents, and employees harmless from and against all claims, demands, litigation and causes of action of any kind. The user’s promise to hold the Company harmless shall include the cost of defense of any claim raised against Company because of the action, inaction or omission of the user’s employees, representatives or agents due to any reason including, but not limited to, fraud, misrepresentation, mistakes, unlawful illegal actions, failure to perform or produce, or damage to property arising out of services performed or omissions of services. If any judgment is rendered against Company then the user agrees to be completely and solely responsible for the satisfaction of said judgment and the Company has a right of reimbursement.

Company or its affiliates shall not be liable for your interactions with any organizations and/or individuals found on or through the Crowdsun platform. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on Crowdsun.com.  CrowdSun does not oversee the performance or punctuality of projects. CrowdSun is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. Crowdsun is under no obligation to become involved in disputes between Project Owners and Funders, or between Portal members and any third party. In the event of a dispute, you release Company; its officers, consultants, employees, founders, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.

Projects: Crowdfunding, Funds and Commerce

Crowdsun.com (“Crowdsun”) is a platform for crowdfunding and commerce. Crowdsun allows certain users (“Project Owners”) to list projects and raise funds from other users (“Believers”). All funds are collected for Project Dreamers by Paypal, credit card, check, electronic chech, or ACH debit and the platform’s owners shall not be liable for your interactions with any organizations and/or individuals found on or through the Crowdsun.com service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on Crowdsun. Crowdsun does not oversee the performance or punctuality of projects. Crowdsun is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. Crowdsun is under no obligation to become involved in disputes between Project Owners and Funders, or between Portal members and any third party. In the event of a dispute, you release Company; its officers, consultants, employees, founders, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service. Though Crowdsun cannot be held liable for the actions of a Project Owner, Project Owners are nevertheless wholly responsible for fulfilling obligations both implied and stated in any project listing they create. Crowdsun reserves the right to cancel a project listing and refund all associated members’ payments at any time for any reason. Crowdsun reserves the right to remove a project listing from public listings for any reason and at any time, at its sole discretion. Crowdsun makes no guarantees regarding the performance or fairness of PAYPAL. Additionally, because of occasional failures of some credit cards, Crowdsun cannot guarantee the full receipt of the targeted amount. Project Owners may initiate refunds at their own discretion. Crowdsun is not responsible for issuing refunds for funds that have been collected directly by Project Dreamers. Crowdsun reserves the right to cancel, interrupt or suspend a listing at any time for any reason.

Crowdsun may allow for refunds in certain situations at the sole discretion of Crowdsun. All refunds will have a service and processing fees to cover all hard and soft costs of the transaction. There will be no refund for any project that has been funded. If your account is inactive for 180 days Crowdsun may deduct a portion up to 100% of the unused balance to fund active projects on the funding portal, www.crowdsun.com, at the Company’s sole discretion. CrowdSun charges a fee of 1% of the funded amount (net of all hard and soft costs) for use of the CrowdSun website.  Project Owners will have this fee deducted from funds remitted to their project.  Project Owners should factor these, and other fees, into their pro-forma projections for their solar projects.

All Project Owners agree to deliver all rewards as promised to all Funders regardless of whether or not your project reaches its funding goal.

YOU UNDERSTAND AND AGREE THAT ANY ATTEMPT TO MAKE ANY CHARGE BACK OR OTHERWISE RECLAIM OR OBTAIN A REFUND OF OR A CREDIT AGAINST ANY FEES PAID FOR THE SERVICE WITHOUT FIRST HAVING OBTAINED Crowdsun’s PRIOR WRITTEN CONSENT TO SUCH REFUND SHALL ENTITLE Crowdsun TO DEACTIVATE YOUR ACCOUNT UNLESS AND/OR UNTIL SUCH TIME AS THE FEES ARE REPAID OR A CREDIT OR REFUND IS AGREED WITH Crowdsun. DEACTIVATION WILL INCLUDE ALL ACCESS TO THE SERVICE INCLUDING PREVIOUSLY PURCHASED ADDITIONAL FEATURES AND/OR THE FREE ASPECTS OF THE SITE. You are responsible for paying all fees and applicable taxes associated with your use of the Portal. In the event a listing is removed from the Service for violating the Terms of Use, all fees paid will be non-refundable, unless in its sole discretion Crowdsun determines that a refund is appropriate.

Third Party Intellectual Property – Copyright Notifications

Crowdsun respects the intellectual property of others, and we ask our users to do the same. Crowdsun may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. Crowdsun will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Crowdsun’s Copyright Agent with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Crowdsun.com Portal, sufficient for Crowdsun to locate the material; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 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. If you believe that your work has been removed or disabled by mistake or misidentification, please provide the Crowdsun’s Copyright Agent with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information): a physical or electronic signature of the subscriber/user of the Services; identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1) (C) or an agent of such person. You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that Crowdsun may ignore such incomplete or inaccurate notices without liability of any kind. Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. Our designated copyright agent for notice of alleged copyright infringement is: Company.

Email: support@crowdsun.com

Intellectual Property Rights – Project Owners

The Service provides you with the ability to upload your content to the Portal. Company will not have any ownership rights in your content, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service. You agree to pay all royalties and other amounts owed to any person or entity due to your submission of your content to the Service or the Company’s Hosting of the content as contemplated by these Terms of Use. To enable Company to Host your content pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, perpetual, royalty-free, sub licensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service.

Intellectual Property Rights – Users

The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post (“Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Portal (collectively, the “User Submissions”). By Submitting User Submissions on the Portal or otherwise through the Service, you acknowledge, you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission; by Submitting any User Submissions through the Portal or the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Portal, the Service and Company’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Portal (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing; represent and warrant, and can demonstrate to Company’s full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service; you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service; that the use or other exploitation of such User Submissions by Company and use or other exploitation by users of the Portal and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Portal is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service. Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Company liability in respect of any:

  • death or personal injury caused by Company negligence;
  • fraud or fraudulent misrepresentation on the part of Company; or
  • matter which it would be illegal or unlawful for Company to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other Parties

You accept that, as a limited liability entity, Company has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Company officers, directors, or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Company officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Company.

Indemnity

You hereby indemnify Company and undertake to keep Company indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Company to a third party in settlement of a claim or dispute on the advice of Company legal advisers) incurred or suffered by Company arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions. Company incorporates, by reference hereto, the provisions of the section titled Limitations of liability

Breaches of these terms and conditions

Without prejudice to Company other rights under these terms and conditions, if you breach these terms and conditions in any way, Company may take such action as Company deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

Company may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Assignment

Company may transfer, sub-contract or otherwise deal with Company rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions, together with all other policies and procedures, constitute the entire agreement between you and Company in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with GOVERNING LAW of the State of Florida, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of Pinellas County Florida. Furthermore the user agrees to waive its right to a jury trial and to pay for the legal fees of Company if Company prevails in any litigation pursued by the user.