Last Revised: March 13, 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” or “End User” refers to You as a user of the Site or Services.
BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.
Through the Site and Services, You have the opportunity to purchase personalized confidential feedback (“Vintro Feedback”) from high net worth investors, corporations, celebrities, and other people who make decisions on resource allocation, or have experience within their respective areas of expertise (“Reviewer ”). The minimum qualification to be a Reviewer is being an accredited investor as defined by the SEC in the United States, or equivalent “sophisticated investor” in other jurisdictions, such as the elective professional client status in the EU. To initiate a request for Vintro Feedback, You may submit a request for a Vintro Feedback to a Reviewer (a “User Submission”). After submission, 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 video is rejected by our internal review team as inappropriate, or the Reviewer elects to opt-out of submitting Vintro Feedback.
Upon receipt of full payment for and Reviewer’s delivery of the requested Vintro Feedback, You are granted a non-exclusive, non-transferrable, non-sublicensable, limited, revocable license to use the Vintro Feedback for Your own personal, non-commercial, and non-promotional use. The Vintro Feedback 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 Vintro Feedback. You acknowledge and agree that receipt of Vintro Feedback 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 Vintro Feedback strictly for informational purposes and must maintain such Vintro Feedback as confidential between You and the Reviewer, in accordance with these Terms, and including the Acceptable Use Restrictions in Section 5 below. If You breach any of the provisions of the Terms, or use Vintro Feedback (or refer to Vintro Feedback 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 Vintro Feedback 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, as between you and the Reviewer, the Vintro Feedback is confidential and proprietary to the Reviewer, and You shall: (i) protect the strict confidentiality of the Vintro Feedback 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 Vintro Feedback for any purpose outside the scope of this Agreement, (iii) not disclose the Vintro Feedback to any third party, and (iv) limit access to Vintro Feedback 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.
Some of our Services may have additional terms and conditions (“Additional Terms ”). Where Additional Terms apply to a Service, we will make them available for You to read through if You elect to use that Service. By using Services that require Additional Terms, You agree to the Additional Terms.
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. By using or continuing to use the Site and Services, you represent that you meet the requirements of this Section 3 and have sufficient personal or corporate funds available with which to purchase the Vintro Feedback.
We own or license all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Marks”). The Site and Services, Our Content, and
Except for the licenses expressly granted to You under these Terms, all right, title, and interest in and to the Vintro Feedback are and will remain with Reviewer. Neither these Terms, nor any act, omission, or statement by Vintro or a Reviewer, conveys any ownership right, or any license other than provided for herein, in any of the Vintro Feedback.
You are responsible for Your use of the Site and Services, and for any use of the Site or Services made using Your account. 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, Services, or Vintro Feedback 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.
We enhance and update the Site and Services often. We may change or discontinue the Site or Services at any time, with or without notice to You.
You may cancel Your account at any time by contacting us in writing. 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.
YOU USE THE VINTRO FEEDBACK, SITE AND SERVICES AT YOUR OWN RISK. THE SITE, SERVICES, AND VINTRO FEEDBACK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VINTRO, EACH REVIEWER, AND THEIR RESPECTIVE 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.
IN PARTICULAR, NEITHER VINTRO AND ITS AFFILIATES, NOR THE REVIEWERS AND THEIR AFFILIATES, MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF VINTRO FEEDBACK, CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES. IT IS IMPORTANT AND EXPECTED, AND YOU ACKNOWLEDGE AND REPRESENT, THAT YOU SHALL NOT AND WILL NOT MAKE ANY COMMERCIAL, PERSONAL OR OTHERWISE IMPORTANT DECISIONS OR TAKE ANY RELATED ACTIONS IN WHOLE OR PART RELIANCE ON ANY VINTRO FEEDBACK WHICH DECISION OR ACTION MIGHT RESULT IN PERSONAL (OR OTHER) DAMAGE, LOSS, INJURY OR ADVERSE EVENTS TO YOU OR OTHERS. NEITHER VINTRO AND ITS AFFILIATES, NOR THE REVIEWERS AND THEIR AFFILIATES, WILL HAVE ANY LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR VINTRO FEEDBACK; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE VINTRO FEEDBACK, THE SITE OR THE SERVICES; (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 VINTRO FEEDBACK OR CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, VINTRO FEEDBACK, IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, A REVIEWER, OR THROUGH THE VINTRO FEEDBACK, THE SITE OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY REVIEWER BE LIABLE TO YOU OR TO 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 OR REVIEWERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AND THE REVIEWERS’ TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO $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.
You represent and warrant that: (i) You are the original author or creator of any User Submission you submit to the Site or through the Services; (ii) neither the permission nor consent of any other person or entity is required to enable Vintro or a Reviewer to legally use your User Submission in accordance with these Terms; (iii) neither Vintro’s nor any Reviewer’s use of any User Submission in accordance with these Terms will violate or infringe upon the rights of any person or entity; (iv) you own or otherwise control all of the rights to the User Submissions that you submit; (v) that the User Submissions, and any information you provide to Vintro (including without limitation any information provided in creating Your account) are truthful and accurate; and (vi) use of the User Submissions you supply does not violate these Terms and will not cause injury to any person or entity.
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 these Terms by You or anyone using Your account; (b) any User Submissions; (c) Your, or anyone using Your account’s, violation of any laws or regulations, or (d) Your gross negligence or willful misconduct. If we assume the defense of such a matter, You will reasonably cooperate with us in such defense.
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 may decide to 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.
Under no circumstances will Vintro or a Reviewer be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
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.
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.
You and Vintro hereby acknowledge and agree that each Reviewer is a third-party beneficiary of these Terms, and has the right to enforce Sections 4, 8, 12, 13, and 14 of these Terms.
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.
There are special concerns regarding Your 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: Max Sugrue
The Krowd, Inc. 420 N Wabash Ave., Chicago, IL email@example.com
You agree that You shall not at any time engage in any form of conduct, or make any statements or representations, whether in writing or orally, that could reasonably be deemed to disparage or otherwise impair the reputation, goodwill or commercial interests of Vintro or any Reviewer. 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. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Site or Services, You are agreeing to the revised Terms.