End User/Buyer Addendum for Requesting Non-Confidential Feedback¶
This Addendum for Requesting Non-Confidential Feedback (“Addendum”) is attached to the general Terms of Service ("Terms") for End Users/Buyers and shall have the same binding legal power. The Addendum further governs your use of the Vintro website (“Site”) and any Vintro mobile application and other services offered by The Krowd, Inc. (“Services”) if you request non-confidential feedback from Reviewers with your User Submission. The Krowd, Inc (“we,” “us,” or “Vintro”) provides the Site and Services. “You” or “End User” refers to You as a user of the Site or Services.
BY USING THE SITE OR SERVICES AND BY REQUESTING NON-CONFIDENTIAL FEEDBACK FROM REVIEWERS THROUGH CHECKOUT, YOU ARE AGREEING TO THIS ADDENTUM IN ADDITION TO THE TERMS. PLEASE READ THEM CAREFULLY.
1. DealFlow Commentary¶
Vintro maintains a publishing operation, commonly marketed as "DealFlow", where, for the benefit of Buyers hoping to attract commercial resources and support from investors, decision makers and resource allocators in general, certain Reviewers agree to share User Submissions they receive and their corresponding feedback with other users of Vintro, either with or without economic benefit, to increase awareness among Vintro users about relevant opportunities disclosed in the User Submission licensed to Vintro by Buyers.
When You request Vintro Feedback from a Reviewer who participates in the DealFlow program, rather than Vintro Feedback which, unless otherwise provisioned, must remain confidential between You and the Reviewer, you have the OPTION to request, non-confidential feedback ("DealFlow Commentary") from the Reviewer.
After receiving Your request for DealFlow Commentary, the Vintro internal review team will review the User Submission to make sure it’s in line with our community standards and, after review, will accept or reject Your order. If accepted, it will be sent to the Reviewer of Your choosing. The Reviewer has a two-week period to respond from the moment Your User Submission and purchase are approved. Once Your request is accepted, Your payment method will be charged, and You may not request a refund or return. Refunds are only issued if the Reviewer fails to respond within the two-week period, Your User Submission is rejected by our internal review team as inappropriate, or the Reviewer elects to opt-out of submitting DealFlow Commentary.
Upon receipt of full payment for and Reviewer’s delivery of the requested DealFlow Commentary, You are granted a non-exclusive, non-transferrable, non-sublicensable, limited, revocable license to use the DealFlow Commentary for Your own personal, non-commercial, and non-promotional use. The DealFlow Commentary is licensed and not sold. You may not re-sell, copy, publicly post or distribute, sublicense, display, publicly perform, suggest endorsement by, create derivative works of, or modify the DealFlow Commentary. You acknowledge and agree that receipt of DealFlow Commentary from a Reviewer does not constitute endorsement, approval or validation of You or any ideas or content in Your User Submission by the Reviewer. You may only use the DealFlow Commentary strictly for informational purposes and must maintain such DealFlow Commentary as confidential between You and the Reviewer, in accordance with these Terms, and including the Acceptable Use Restrictions in Section 5 of the Terms. If You breach any of the provisions of the Terms or this Addendum, or use DealFlow Commentary (or refer to DealFlow Commentary privately or publicly) in a way that suggests Reviewer endorsement of You, Your business, products or services without such Reviewer’s express written consent, Your license to the DealFlow Commentary is terminated immediately, and we reserve, inter alia, the right to permanently ban You or Your business affiliations from using the Site and Services.
You agree and acknowledge that, while Vintro is licened by the Reviewer to use and distribute DealFlow Commentary within the Site and Services in accordance with relevant mutual agreements, as between you and the Reviewer, the DealFlow Commentary is confidential and proprietary to the Reviewer, and You shall: (i) protect the strict confidentiality of the DealFlow Commentary using the same degree of care that You use to protect the confidentiality of Your own most sensitive confidential information, but in no event less than reasonable care, (ii) not use the DealFlow Commentary for any purpose outside the scope of this Agreement, (iii) not disclose the DealFlow Commentary to any third party, and (iv) limit access to DealFlow Commentary to those of Your employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with You containing protections no less stringent than those herein.
2. Licensing of User Submissions¶
In addition to the Terms applying to all end users and Buyers, especially those outlined in section 8 "Third Party Content and Interactions" and section 13 "Representations & Warranties; Indemnification", You hereby grant us a non-exclusive, transferrable, sublicensable, and irrevocable license to publish on our Site and Services, for both promotional or non-promotional purposes, with or without selection, abridgement and/or reasonable edits, all materials and information contained in your User Submission during this transaction, including but not limited to text desxcriptions, images, videos, Web links and tags, that is made available to Vintro's moderation team or sent to chosen Reviewer(s) who participate in the DealFlow program to request DealFlow Commentary.
3. Express Indemnity¶
By requesting DealFlow Commentary from Vintro Reviewer(s), you acknowledge that in response to your User Submission, the DealFlow Commentary from the Reviewer are a free expression of their analysis, opinion, and/or critique in any degree or form to the maximum extent permitted by applicable law. You further ackoledge that as a consequence of the Reviewer's broad liberty in presenting their own opinons, the DealFlow Commentary responding to your User Submission might not be favorable to you and your affiliates as perceived by relevant third-parties, including without limitation users of Vintro who receive access to your User Suubmission and/or the corresponding DealFlow Commentary under the DealFLow program. You agree to defend, indemnify and hold harmless Vintro and its Affiliates, and the Reviewers and their Affiliates, from and against any and all 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 this Addendum by You or anyone using Your account; (b) any User Submissions; (c) DealFlow Commentary; (d) Your, or anyone using Your account’s, violation of any laws or regulations, or (e) Your gross negligence or willful misconduct. If we assume the defense of such a matter, You will reasonably cooperate with us in such defense.
4. Non Disparagement¶
You agree that You 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 Vintro including affiliates and the Reviewer including affiliates. Notwithstanding the foregoing, nothing in this paragraph will prevent You 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. You agree to notify Vintro or any applicable Reviewer 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.