Last Revised: May 19, 2020
These Terms of Service ("Terms") govern your use of the Vintro website ("Site") and any Vintro mobile application and other services offered by The Krowd, Inc ("Services"). The Krowd, Inc ("we," "us," or "Vintro") provides the Site and Services. "You" refers to You as a high net worth investor, otherwise accredited or sophisticated investor, corporation, celebrity, and other person who control resources, user of the Site or Services.
BY CLICKING "I AGREE" OR BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.
The Vintro Site and Services provide End Users (defined below) the opportunity to purchase Vintro Feedback from You pursuant to these Terms.
To use the Site and Services, End Users may submit and upload to the Site a 60-90 second pitch video using the Services (directed to You or another Reviewer of the End User’s choosing) seeking Vintro Feedback (a “User Submission”). Upon receipt, the Vintro internal review team will then review the User Submission to confirm its consistency with Vintro’s community standards and accordingly accept or reject the User Submission. If accepted, Vintro will collect the applicable End User fees.
After acceptance and collection of the fees, You will be provided notice of such User Submission (if an End User selects You as a Reviewer) and You have two weeks from that date to review the User Submission and provide Vintro Feedback. You may freely choose to accept or reject each opportunity to review User Submissions and are not under any obligation to provide Vintro Feedback.
Should You choose to respond to a User Submission, You must provide one (1) typed or audio recorded reply of Your thoughts, reactions, advice, and/or feedback via our website to the applicable End User ("Vintro Feedback"). You should expect to use 5 minutes of Your time to complete the interaction, which is broken down into a 1-1.5 minute increment needed to watch the User Submission and a 3.5-4 minute increment needed to produce the Vintro Feedback. After You deliver Vintro Feedback, the End User will give Your feedback a 1-5 star rating, so please be as thoughtful and constructive as possible. Good feedback is specific and actionable, and more information is available on our website in the FAQ on best practices for feedback. If You decide to take the conversation with the End User further (e.g. to discuss Your future involvement, provide funding, or discuss the End User’s offering more specifically),this may be accomplished via a built-in chat function on the Site.
Should you choose not to respond to a User Submission, we request that you notify us of this decision as soon as feasible.
You will have sole discretion over the content of any Vintro Feedback. You may refuse to create or upload Vintro Feedback for any reason, including if an End User’s request is objectionable or otherwise offensive to You in Your sole discretion; however, if You deem a User Submission to be objectionable or offensive, please use the reporting functionality in the platform to flag the content so our internal review team can take appropriate steps. No money will be paid to You for any rejected Vintro Feedback request. All Vintro Feedback must be uploaded within fourteen days (14 days) of the request being approved by our internal review team and Your subsequent notification thereof.
Fees: You will set Your own price for each Vintro Feedback, provided, however, that Your price must be at least twenty-five dollars ($25) per Vintro Feedback. Subject to these Terms, we will pay You Your hourly rate (calculated by the minute) for fees collected from each End User for each Vintro Feedback sold by You on the Site through the Services. You acknowledge that Vintro may charge End Users a higher hourly rate in its discretion.
Payment: Vintro uses Tipalti as a third-party payment processor and You may register with Tipalti and provide required bank account information to receive payment from Vintro or may use a payment processor mutually agreeable to You and us (such as Venmo, the Cash app, or Zelle). Funds become available for review by Reviewer within forty-eight (48) hours after the Vintro Feedback is provided. Once per month, all available and earned funds are paid out to Reviewer, either through the bank account submitted to Tipalti during the onboarding process (or through another service, as agreed by the parties), with Vintro to assume responsibility for all fees associated with transferring funds through such providers. Tipalti is not operated by or associated with Vintro and Your use of Tipalti is subject to their terms.
You will provide to us the following promotional materials upon completion of account signup and creation: (1) one high resolution image of Yourself, (2) Your Site profile bio, (3) Your areas of interest or expertise, (4) Your price per hour for Your time and (5) Your employer (if any) ("Promotional Materials"). From time-to-time we may request additional Promotional Materials.
Subject to the Terms, You grant to Vintro a non- exclusive, non-transferable non-royalty-bearing license, to use Your name, Promotional Materials, and likeness solely in connection with these Terms so long as you remain a Reviewer.
The Site and some of our Services allow You to upload, submit, store, send, or receive content and data, including Your Vintro Feedback and Promotional Materials ("Reviewer Content"). You retain ownership of all intellectual property rights that You hold in Your Reviewer Content, except as expressly provided under these Terms.
When You upload, submit, store, and send Reviewer Content to or through the Site or Services, You give us permission to reproduce and use Your Reviewer Content as follows: You grant to us a limited license to host, store, reproduce, modify (for the sole purpose of making Reviewer Content compatible with the Site and Services), and distribute Your Reviewer Content solely on the Site to End Users. This license is for the limited purpose of operating the Site and providing the Services, and Reviewer Content may not be used for any other purpose or distributed to any third party without Your express written permission. Our license to Your Reviewer Content is non-exclusive, meaning You may use the Reviewer Content for Your own purposes or let others use Your Reviewer Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe You anything else (other than payment for sale of Vintro Feedback to End Users pursuant to the Terms) in connection with our use of Your Reviewer Content. We may exercise our rights under this license anywhere in the world. We may provide the Reviewer Content to End Users strictly as provided herein. Lastly, this license is limited in term to Your participation as a Reviewer, meaning that our rights under this license ceases after You stop using the Site and Services for a continuous period of three (3) months.
You represent and warrant to the best of Your knowledge that:
We represent, warrant, and covenant that:
Vintro requires End Users to maintain all Vintro Feedback as strictly confidential, and limits each End User’s use of Vintro Feedback as provided in the Buyer’s Terms of Service (“Buyer’s Terms”). You acknowledge and agree that Your relationship with us is not a confidential, fiduciary, or other type of special relationship, and that Your decision to submit any Reviewer Content does not place us in a position that is any different from the position held by members of the general public, including with regard to Your Reviewer Content (subject to the limitations on Vintro’s use of such Reviewer Content as provided in these Terms).
We may refuse to accept or transmit Reviewer Content for any reason; provided that we will notify You of any such refusal promptly. We may remove Reviewer Content from the Site or Services for any reason; provided that we will notify You of such removal promptly.
If You cancel Your Vintro account, Vintro will no longer display Your Vintro Feedback on the Site or through the Services and we will not make any new uses of Your Vintro Feedback. We cannot, however, restrict the use of Your Vintro Feedback purchased by the End Users for whom You created such Vintro Feedback (except as otherwise limited by the Buyer’s Terms and these Terms).
Except for the licenses expressly granted under these Terms, all right, title, and interest in and to the Reviewer Content are and will remain with You. Neither these Terms, nor any act, omission, or statement by Vintro or an End User, conveys any ownership right in any of the Reviewer Content.
Some of our Services have additional terms and conditions ("Additional Terms"). Where Additional Terms apply to a Service, we will make them available for You to read through Your use of that Service. By using that Service, You agree to the Additional Terms prior to their becoming effective.
You must be at least 16 years old to use the Site or the Services. If You are under the age of majority in Your state of residence, a minor, Your parent or legal guardian must agree to these Terms on Your behalf and You may only access and use the Site and Services with permission from Your parent or legal guardian.
You are responsible for Your use of the Site and Services, and for any use of the Site or Services made using Your account, including, among other things, Reviewer Content. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. You may not use the Site or Services to:
You acknowledge that we are not obligated to monitor Your (or any other person’s) access to or use of the Site or Services, but we have the right to do so in order to operate the Site or Services, to ensure Your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
We respond to notices of alleged copyright infringement and terminate accounts of infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If You believe that Your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
The Krowd, Inc. 420 N Wabash Ave., Chicago, IL firstname.lastname@example.org
For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if You fail to comply with all of the requirements of this section Your notice may not be valid.
If You believe the content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, You may submit a counter-notice to the address listed above containing the following information:
After we receive Your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes Your personal information. By submitting a counter-notification, You consent to having Your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain You from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.
The Site and Services may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of us, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of these third parties.
You and Vintro agree and declare that these Terms create an independent contractor relationship and it is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You are not a joint venturer with, or franchisee, partner, agent, or employee of Vintro. You are solely and exclusively responsible for determining the manner, method, details, and means of Your performance under these Terms. We have no right to, and will not, control the manner or determine the method of accomplishing Your performance. You assume sole liability for and will pay all employment taxes (including Social Security), income taxes, and other reports required by Your activities under these Terms and will abide by all federal, state, and local laws governing Your performance under these Terms (so long as fees and payments hereunder are paid directly to You). You will use Your own resources to perform Your obligations under these Terms. You are solely responsible for making any disclosures required by law or any agreements You may have with any third parties to any person or entity regarding Your performance under these Terms. The parties’ relationship is non-exclusive, meaning that You can provide similar services to other organizations on terms and at times determined by You and that we can and do engage others to provide similar services to those contemplated by these Terms.
We enhance and update the Site and Services often. We may change or discontinue the Site or Services at any time, and will provide prompt advance notice to You if such change or discontinuation occurs.
You may cancel Your account at any time through a link provided in Your account on the Site. We reserve the right to not provide the Site or Services to any person. We also reserve the right to terminate any End User’s right to access the Site or Services at any time, in our discretion. If You violate any of these Terms, Your permission to use the Site and Services automatically terminates.
EXCEPT AS SET FORTH IN THESE TERMS, THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS PROVIDED IN SECTION 3, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, VINTRO AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ("AFFILIATES") DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
THE REVIEWER CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND YOUR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ("AFFILIATES") DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
EXCEPT AS PROVIDED IN SECTION 3, NEITHER VINTRO AND ITS AFFILIATES, NOR YOU OR YOUR AFFILIATES, MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF VINTRO FEEDBACK, CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES (INCLUDING VINTRO FEEDBACK AND REVIEWER CONTENT), OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES. NEITHER YOU AND YOUR AFFILIATES, NOR VINTRO AND ITS AFFILIATES, WILL HAVE LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR REVIEWER CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES OR OUR ACCESS TO OR USE OF REVIEWER CONTENT; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR REVIEWER CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.
EXCEPT AS PROVIDED UNDER SECTION 16 (INDEMNIFICATION), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS PROVIDED UNDER SECTION 16 (INDEMNIFICATION), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR, AND YOUR, TOTAL CUMULATIVE LIABILITY TO EACH OTHER OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND CAPPED AT $1,000 USD.
You understand and agree that we have set our prices and entered into these Terms with You in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.
Vintro agrees to defend, indemnify and hold harmless You and Your Affiliates from and against any and all third-party (including End User) claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, (a) any actual or alleged breach of these Terms by Vintro or breach of the Buyer’s Terms by an End User, (b) Vintro’s violation of any laws or regulations; (c) Vintro’s gross negligence or willful misconduct; and (d) any claims or losses related to Reviewer’s or any use of any third-party payment processors used by Vintro under these Terms. If we assume the defense of such a matter, You will reasonably cooperate with us in such defense at our sole expense.
You and Vintro agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Vintro hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between You and Vintro relating to these Terms, the Site, and the Services (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If You demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Vintro will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude You or Vintro from seeking action by federal, state, or local government agencies. You and Vintro also have the right to bring qualifying claims in small claims court. In addition, You and Vintro retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Neither You nor Vintro may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only Your and/or Vintro’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms. This Section of the Terms will survive the termination of Your relationship with Vintro
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR VINTRO WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Neither party shall be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, without limitation, acts of God, war, riot, terrorism, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes or fuel crises, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance as soon as reasonably practicable.
These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions.
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions. The failure by Vintro or You to enforce any right or provision of these Terms will not prevent Vintro or You from enforcing such right or provision in the future. Neither party shall be deemed to have waived any rights or remedies under these Terms unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. These Terms may be amended or modified only by submission of amendments or modifications by us to You (with such amendment(s) or modification(s) highlighted for You and with Your express consent, as evidenced by Your clicking to agree to such amendment(s) or modification(s)).
There are special concerns regarding the use of the Site if You qualify as a PEP based on the definition below.
If You are a foreign PEP. A foreign PEP is a person who holds or has held one of the following offices or positions in or on behalf of a foreign state:
If You are a domestic PEP. A domestic PEP is a person who holds or has held one of the following offices
Certain family members must also be regarded as PEPs. These family members of the above are:
If You qualify as a PEP, before using the site, You must disclose Your status and contact:
The Krowd, Inc. 420 N Wabash Ave., Chicago, IL email@example.com
Vintro and You agree that neither party shall at any time engage in any form of conduct, or make any statements or representations, whether in writing or orally, that disparage or otherwise impair the reputation, goodwill or commercial interests of the other party. Notwithstanding the foregoing, nothing in this paragraph will prevent any person from making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving these Terms, including, but not limited to, the enforcement of these Terms or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order such person to disclose or make accessible such information. Each of the parties agrees to notify the other of any statement that is required to be made as provided in the preceding sentence. Such notice will be given as much in advance of the making of such statement as is reasonably possible.
From time to time, we may change these Terms. If we change these Terms, we will give You notice by posting the revised Terms on the Site, indicating the relevant changes, and affirmatively requesting You acknowledge and accept any revised Terms. Those changes will go into effect on the Revision Date shown in the revised Terms.