Date of Last Revision: September 24, 2013.
1. SUMMARY OF SERVICES
2. ACCEPTANCE OF TERMS
Over time, the Services may change, laws may change, or something else may change that will make us amend these Terms. Accordingly, we reserve the right to amend these Terms at any time, for any reason. When we amend these Terms, we will publish the amended Terms on the relevant Services and state when the Terms were last revised. We may also provide you with some type of information about what changes were made, but the terms of the amended Terms will govern the relationship. If the changes are significant, we will advise you of them via email or a notification on a relevant Service. By continuing to access or use the Services after an amendment to these Terms, you are affirmatively accepting to be bound to the new Terms, which will apply to all access to and use of the Services thereafter. Keep in mind that you do not have to continue to use the Services. If you do not agree to the new terms in their entirety, stop using or accessing the Services. All changes to the Terms will only apply to Campaigns commenced after the effective date of the change, i.e. the Terms that existed at the time of the Campaign's creation will apply to all Admins, Political Campaign Admins, and Contributors (all as defined below) of that Campaign. However, if we make a change that we deem necessary to prevent unlawful conduct or conduct that would cause us legal liability (each of which we may make immediately upon notice,) then those new terms will apply immediately to those already existing Campaigns.
3. CAMPAIGN ADMINS
3.1. Creating a Campaign
The first step in launching a fundraising Campaign on the Service is to create a campaign profile page and publish a "Campaign." On the campaign profile page enter information describing your Campaign and why people should be a part of it. You control the manner in which you raise money. You can either collect money or split any fixed cost.
Collect Money / Fundraiser:
- Collect a minimum amount, such as for when you are hosting friends at your house, whereby some may pay more than others if they like.
- Collect a specific amount, such as the price of tickets to an event.
- Collect any amount, such as for a donation to a cause.
Split a Fixed Cost:
- Split the fixed cost of any purchase, such as to rent a party bus at a fixed price and share the cost evenly amongst contributors. The more people that contribute, the lower the cost for everyone.
The monies you raise through a Campaign are "Campaign Funds." You are a "Campaign Admin" if you are setting up or otherwise managing a Campaign through our Services. You can set a Campaign to run for up to 30 days. However, if you would like to make your Campaign last longer, please contact us at [email protected]
The Services allows you to set your goal for the minimum contributions you wish to raise in a Campaign (the "Tilt.") A Tilt can also be tied to the number of people who join a Campaign. You may adjust your Tilt at any time before it is reached.
You have control over certain privacy settings for your Campaign. You may make a Campaign public or private, depending on the types of privacy you want for your campaign on the platform.
3.2. Designate a Beneficiary
You will be required to designate the person or legal entity to which funds will be directed (the "Beneficiary.")
Any Campaign Fund distributions may be subject to compliance reviews and reviews to determine other terms in these Terms are obeyed. The compliance procedure may involve an interview or document review if deemed necessary in our sole discretion.
In order to receive processed Contributions, an admin Beneficiary must establish an account to receive the Campaign Funds. For a nonprofit Beneficiary we will send a check to the physical address for the nonprofit ("Destination Account.")
If your campaign's Beneficiary is an entity with current nonprofit status under the Internal Revenue Service (such as a 501(c)(3)), please provide the name of the Beneficiary, its status, and its Federal Tax Identification Number.
3.3. Offering Rewards
You may offer non-monetary rewards called "Perks" for Contributions, provided that the offering of such Perks is lawful under all applicable laws, including without limitation state and federal securities laws, and otherwise complies with these Terms.
3.4. Processing Funds
Contributions are only collected on your behalf when a Campaign reaches or exceeds the Tilt amount. When you reach your Campaign Deadline, your Campaign will automatically close and no more Contributions will be accepted for your Campaign. If you reach your Tilt by your Campaign Deadline, the Campaign is considered tilted and contributions will be processed by our ("Payment Processor") and then held by a third party selected by us for disbursement. Information and restrictions of our Payment Processor can be found here.
Campaign Funds will be collected from Contributors and disbursed to the Beneficiary via the Destination Account. Subject to the other terms in these Terms, disbursements will be issued within the time frame stated on the Services. We are not responsible for any error or omission in the name, mailing address, or Destination Account information you provide.
3.5. Use of Funds
You agree that Campaign Funds may only be used for purposes expressly disclosed by the Campaign and that Campaign Funds will not be used for any other purpose. You agree that if at any time while a Campaign is active or no more than thirty (30) days after the close of a Campaign, Crowdtilt makes a good faith determination that the Campaign information is inaccurate or deceptive in any respect, or that the Campaign Funds have not been used solely on behalf of the Campaign, you agree to promptly refund up to the entire amount of Campaign Funds from such Funding Request to the Contributors.
3.6. Campaigns Raising for the Benefit of Nonprofits
As the Campaign Admin, you are solely responsible for ensuring that you have selected the correct organization to fundraise for or donate to. All donations to nonprofits are made as unrestricted gifts, and we have no obligation to facilitate the earmarking of Contributions for any particular purpose. However, if a nonprofit or the Beneficiary of the donations is also the Campaign Admin, we expect you to fulfill your promises as stated in the Campaign.
4. CAMPAIGN CONTRIBUTORS
A person who contributes to a Campaign is a "Contributor." We want you to contribute to as many Campaigns as you like. However, you contribute to a Campaign at your own risk. If you encounter any issues with how a Campaign has been modified or with anything on the Services, contact us at [email protected]
When any Perks are offered in a Campaign, such promises are between you (the Contributor) and the Campaign Admin or the Beneficiary, as applicable. Crowdtilt does not represent, warrant, or guarantee Perks will be delivered or be satisfactory to you, and we disclaim all warranties relating to Perks.
4.2. Campaigns Fundraising for a Charity
We love it when you donate to a charity through us—but because there are so many charities, we do not verify them ourselves. We reserve the right to not verify them, however, you can personally verify them through GuideStar.org. You should investigate the business and operations of any entity to which you are considering donating. Donations to nonprofits made on Crowdtilt are final and non-refundable.
Crowdtilt will send you a record acknowledging your donation after the Campaign Tilts, which you may use to reference your donation. However, Crowdtilt does not warrant the tax status of the nonprofit Beneficiary.
5. POLITICAL CAMPAIGNS
5.1. Campaign Admin Facilitated Contribution
Campaign Admins approved by Crowdtilt to run a political campaign ("Political Campaign Admin") may be offered enhanced campaign administrator functionality. Political Campaign Admins may be enabled to enter a Contributor authorized contribution on behalf of the Contributor ("Campaign Admin Facilitated Contribution.") At our request, you will provide us a copy of a Contributor's completed donation form within a reasonable period.
Political Campaign Admins are bound by the same terms Contributors are bound to under these Terms (including for offline contributions recorded on the Services,) in addition to those terms specific to Campaign Admins. This includes, but is not limited to accuracy and honesty in all Campaign Admin Facilitated Contributions and information provided.
6. CROWDTILT ACCOUNTS
You are eligible to access or use our Services only if:
- You are 18 years or older.
- You are between the ages of 13 and 17 years old and are using the services with the consent of or are supervised by a parent or guardian. However, your permitted uses are limited to the creation of campaigns.
- We have not restricted, suspended, or terminated your access to the Services at any point.
You may create an account by inputting your information, or you may login with services like Facebook Connect, as they are made available by us. In either case, you must follow these Terms.
6.2.1. General Account Obligations, Representations and Promises
We ask you agree to do the following when using the Services:
- Provide us with true, accurate and complete information about yourself, whether by direct input or when you register through methods like Facebook Connect (the "Registration Data.") We promote a community environment, and true information about our Members is crucial to that effort.
- Maintain and promptly update the Registration Data to keep it true, accurate current, and complete.
- Use the Services in compliance with all applicable laws, regulations, ordinances, directives, court orders, and these Terms.
- Use the Services in a manner so as not to damage, disable, overburden, or impair the Services, our networks, or systems, and so as not to interfere with any others' legal rights or use or enjoyment of the Services.
- Ensure you own or have a legal right to use the Member Content with the Services so as not infringe upon the Intellectual Property Rights of others. "Member Content" means the content you use to create and manage a campaign, Post, or comment on or contribute to a campaign. "Intellectual Property Rights" means all worldwide rights in patents, trademarks, service marks, copyrights, trade secrets, publicity, goodwill, and all other intellectual property rights as may now exist or hereafter come into existence, and all derivatives, applications therefore and registrations, renewals, and extensions thereof.
6.2.2. Campaign Admin Representations and Promises
As Campaign Admin, you promise:
- If the Campaign Admin is an entity (such as a corporation or LLC,) you are an authorized representative of that entity with the authority to bind the entity to the terms of these Terms.
- You will distribute Contributions properly and legally to the Beneficiary and all Contributions will be used only as the Campaign describes.
- If the Campaign Tilts, and you are unable to use Contributions as described in your Campaign for any reason, you will work with your Contributors to reach a mutually satisfactory resolution that may include, without limitation, refunding the Contribution(s).
- You are also solely responsible for complying with all rules, policies, and procedures of the applicable Payment Processor. Information on our Payments Processor can be found here.
- You will provide any Perks only as described in your Campaign.
- You will respond promptly and truthfully to questions and postings on the Service related to your Campaigns.
6.2.3. Beneficiary Acknowledgments and Promises
The person or entity that will receive the funds from a Campaign is referred to as a "Beneficiary."
Crowdtilt is not liable or responsible for:
- Any Campaign not attaining a goal amount, no matter the reason.
- In the event the Campaign Tilts, any refunds, including without limitation, for Contributions or Perks.
- Any errors or omissions in the Destination Account.
- The failure of the Payment Processor or Campaign Admin to pay Contributions to the Beneficiary.
- Checks that are incorrectly processed, lost, or stolen.
- Your Member Content.
Your sole and exclusive remedy for any and all claims and causes of action relating to or resulting from the Campaign is against the Campaign Admin.
6.2.4. Account, Password and Security
As part of the registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account. You shall not allow any third party to use your account credentials. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Crowdtilt will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. You agree that, in the event of any dispute between two or more parties as to account ownership, Crowdtilt will be the sole arbiter of such dispute in its sole discretion and that Crowdtilt's decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties.
6.3. Nature of Relationship
You agree that we are only acting as a passive conduit for User activities on the Services. This is so even in the event that you receive specific support from us in relation to your actives on the Services.
7. FEES, PAYMENTS, AND TAXES
Crowdtilt may charge processing fees to Contributors, Crowdtilt fees to Campaign Admins or Beneficiaries, or other charges to Users ("Service Fees.") Crowdtilt may adjust the Service Fees at any time, at its sole discretion, provided that any adjustment will only apply to Campaigns created and contributions made after the effective date of the adjustment. You are responsible for paying all Service Fees associated with your use of the Services. If a Campaign does not Tilt, there are no Service Fees to the Campaign Admin, the Contributor, or a Beneficiary.
You are solely responsible for any and all applicable taxes for Campaigns or Contributions, whichever applies to you. Service Fees are non-refundable.
8.1. Member Content
When including and using Member Content on the Services, you must have the legal right to do so, and you must avoid infringing upon the intellectual property rights of others in connection with the Services. "Member Content" means the content you use to create and manage a Campaign, as well as content you post to a Campaign, such as Campaign feedback, comments, questions, and other information you provide. The same conditions apply to comments, questions, and other content you might post to our Blog.
You represent and warrant:
- Your Member Content, when used as contemplated hereunder, will not contain material subject to third party copyrights, trademark rights, or rights of privacy or publicity, or material that is subject to any other third-party proprietary rights, unless you have permission from the rightful owner of the materials or you are otherwise legally entitled to post the material and to grant Crowdtilt all of the license rights granted in these Terms.
- You will pay all royalties and other amounts owed to any person or entity based on you contributing your Member Content and how it would be used by our Services and contemplated by these Terms.
8.2. Restricted Uses
You must use our Services in a manner that is compliant with all laws, regulations, ordinances, directives, and any government imposed restrictions on your actions. For example, you cannot use our platform in a manner related to the sale of controlled substances, pornographic items, securities, regulated weapons or accessories, or anything else that would be illegal. However, there are plenty of other illegal activities in this world. Please don't use Crowdtilt to engage in them.
Also, you may not use the Services in a way that:
- Exploits, harms or attempts to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- Sends, knowingly receives, uploads, downloads, uses, or re-uses any material which does not comply with the standards set out in these Terms.
- Transmits, or procures the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- Impersonates or attempts to impersonate Crowdtilt, a Crowdtilt employee, another user or any other person or entity (including, without limitation, by using email addresses or profile names associated with any of the foregoing).
- Engages in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Crowdtilt or users of the Services or expose them to liability.
- Uses the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real-time activities through the Services.
- Uses any robot, spider or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services or communications related to it.
- Uses any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose, including but not limited to communications related to it without our prior written consent.
- Uses any device, software, or routine that interferes with the proper working of the Services.
- Introduces any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempts to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
- Attacks the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempts to interfere with the proper working of the Services.
Basically, don't mess with Texas or Crowdtilt (some of our founders are from Texas.)
If you create Campaigns that constitute regulated activity, you are solely responsible for filing all applicable reports or regulatory filings.
8.3. Suspicion of Unauthorized, Fraudulent, and Illegal Uses
If you provide any information that is untrue, inaccurate, out of date, or incomplete, or if you engage or use the Services in an unauthorized, fraudulent or illegal manner, or if Crowdtilt has reasonable grounds to suspect any of the preceding is, has or will occur, we have the right to immediately suspend or terminate all of your accounts, including live Campaigns, and refuse any and all of your current or future use of the Services, or any portion thereof. This includes our ability to instruct our Payment Processor to not collect funds from your Campaigns, to release credit card authorizations, or to return funds to Contributors from Campaigns.
9. THIRD PARTY SITES
Users may provide links to other Internet websites or resources. You access these Internet websites and resources at your own risk. We have no control over such websites and resources, and you acknowledge and agree that Crowdtilt is not responsible for their availability on the Services and does not endorse, is not responsible for, and shall not be liable for any damage related to the use of their content, advertising, products, services, or other materials on or available from such websites or resources.
10. INTELLECTUAL PROPERTY
10.1. Licenses You Grant & Transfers to Campaign Admins
By posting any Member Content on the Services, you expressly grant, and you represent and warrant that you have a right to grant, to Crowdtilt and to all its affiliates, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers), transferable right to (and to allow others acting on its behalf to) use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Member Content including, without limitation, your name, voice, and or likeness contained in your Member Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed.
10.2. Crowdtilt Content
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by Crowdtilt in connection with the Services (collectively, "Crowdtilt Content") is protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. These terms grant you no right to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Crowdtilt Content, or post any Crowdtilt Content on any other web site. Any rights not expressly granted herein are reserved.
We always appreciate your feedback or other suggestions about Crowdtilt, but you should understand that we may use them without any obligation to compensate you for them. You can email your feedback to [email protected]
The Company name, Crowdtilt, the terms Tilt, and all related names, logos, product and service names, designs and slogans (such as "Group Fund Anything" or "Get Tilted") (collectively the "Marks") are registered or common law service marks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of Crowdtilt. Use of the Marks is subject to Crowdtilt's Brand Guidelines.
12. INFRINGEMENT OF RIGHTS
12.1. Infringement Notifications
Crowdtilt expects you to respect the copyrights of others. This is why it is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For those that are determined by us to be "repeat infringers" we promptly terminate those accounts without notice. Copyright owners and their agents may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Crowdtilt's Designated Copyright Agent with the following information in writing. You may want to consult your legal counsel or reference 17 U.S.C. Section 512(c)(3) to confirm these requirements.
The requirements include:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
In sending us a Notice, please be aware that this is a serious matter. Under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Furthermore, Crowdtilt may, at our sole discretion, send a copy of a submitted Notice to a third-party for publication, such as with Chilling Effects. However, before sending it for publication, we will remove personal information.
You may send us a Counter Notice, if you believe the Notice was incorrectly sent. For a counter notice to be effective, it must be a written communications sent to Crowdtilt's Designated Agent that substantially includes the following information. Please consult with your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirement(s):
- The subscriber's physical or electronic signature.
- 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 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.
- The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of 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.
In sending us a Counter Notice, please be aware that this is a serious matter. Under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
12.3. Designated Copyright Agent
You may send your notifications and counter notifications to Crowdtilt's Designated Copyright Agent at [email protected] or at Attention: DMCA Notice, 637 Natoma Street, Unit #7, San Francisco, CA 94103.
You agree to defend, indemnify, and hold harmless Crowdtilt and its affiliates, and each of its and their respective officers, directors, agents, partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential, or otherwise), loss, liability, cost, and expense (including, without limitation, reasonable attorney and accounting fees) resulting from any threated claim, claim, demand, suit, proceeding (whether before an arbitrator, court, mediator, or otherwise or leading up to such forum), or investigation made by any third party (each a "Claim") due to or arising out of: Member Content; your use of the Services; your Campaign(s); your violation of the rights of another; or your breach of any of these terms and conditions. Crowdtilt will provide notice to you of any such Claim, provided that the failure or delay by the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Crowdtilt's defense of such matter.
14. SERVICE VARIABILITY
Crowdtilt reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services, in whole or in part, for any reason or for no reason, with or without notice. You agree that Crowdtilt will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
15. TERMINATION, ABANDONED ACCOUNTS, AND SURVIVAL
We may terminate your access to any or all of the Services, without cause or notice, and, in doing so, may destroy any and all information or content associated with your account.
You may terminate your account as well, by following the instructions on the respective Services. However, any Service Fees paid to us are non-refundable.
If you do not log in to your account for two or more years, Crowdtilt may close your account and send any monies waiting to be disbursed to you from a Campaign to your primary address (if we have it) or, if required, escheat (send) your balance to your state of residency. Crowdtilt will determine your residency based on the state listed in your primary address or other information, such as your usage history. If your address is unknown or registered in a foreign country, your balance will be escheated to the state of Delaware. Where required, Crowdtilt will send you a notice prior to escheating or closing your Account. If you fail to respond to this notice, your balance will be escheated to the applicable state. If you would like to claim any escheated balance from the state, please contact your state's Unclaimed Property Administrator.
All provisions of these Terms that by their nature should survive termination of your right to use the Services shall survive, including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranty, and intellectual property protections and licenses.
16. DISCLAIMER OF WARRANTIES
WE TRY TO KEEP THE SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CROWDTILT, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT: (I) THE CONTENT OF THE SERVICES IS ACCURATE, RELIABLE OR CORRECT, (II) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY BENEFIT, FUNDING OR REVENUE; (III) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, SECURE, OR ERROR-FREE, (IV) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (V) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CROWDTILT WILL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, PHILANTHROPIC ENDEAVORS, ACTION, OR INACTIONS OF ANY CAMPAIGN AMIN, POLITICAL CAMPAIGN ADMIN, BENEFICIARY, OR CONTRIBUTOR, OR RELATING TO A CAMPAIGN. YOU ACKNOWLEDGE CROWDTILT HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF CAMPAIGNS, THE TRUTH OR ACCURACY OF ANY USER CONTENT OR CAMPAIGNS, OR THE ABILITY OF ANY USER TO PERFORM, OR ACTUALLY COMPLETE A CAMPAIGN OR THE ACTIVITIES CONTEMPLATED BY A CAMPAIGN. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
17. LIMITATIONS OF LIABILITY
CROWDTILT WILL NOT BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CROWDTILT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR CROWDTILT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW LIMITATIONS ON LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Crowdtilt may send notices of changes to these Terms or regarding other matters by email or by displaying notices or links on some of the Services.
20.1. Entire Agreement
These Terms constitutes the entire agreement between you and Crowdtilt and governs your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and us on the subject matter here.
20.2. Law and Forum for Legal Disputes
These Terms or any claim, cause of action or dispute ("claim") arising out of or related to these Terms shall be governed by the laws of the state of California regardless of your country of origin or where you access the Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Crowdtilt agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Crowdtilt agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims. Notwithstanding the above, you agree that Crowdtilt shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.3. Arbitration Option
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
20.4. No Waiver
No waiver of any terms of these Terms shall be deemed a further or continuing waiver of such term or any other term. Crowdtilt's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to reform such provision to give effect to the parties' intentions as reflected herein. The other provisions of the Terms shall remain in full force and effect.
20.6. Geographic Restrictions
The owner of the Services is based in the state of California in the United States.
You agree to comply with all laws, restrictions, and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act ("Export Laws"), you warrant that you are: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control ("OFAC") comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving such products and information.
20.7. Cooperation with Authorities and Police Enforcement
You acknowledge that we have the right to report to law enforcement authorities any actions that may be considered illegal or unlawful, as well as any reports we receive of such conduct. When requested, Crowdtilt reserves the right to cooperate fully with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services.
20.8. Time to File Claim
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or under these Terms must be filed by either party within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in these Terms are for convenience only and have no legal or contractual effect.