TERMS OF SERVICE

Last Updated November 16, 2020

These terms and conditions of use, together with any documents and additional terms they expressly incorporate by reference (collectively, these “Terms”), are entered into between GoToCrowd, LLC and its Affiliates (collectively, “GTC”, “we”, “us” and “our”) and you or the company or other legal entity you represent (“you” or “your”), and constitute a binding legal agreement.

Please read these Terms carefully, as these Terms govern your use of our Site and our Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By your use of the Site and Services, you accept and agree to be bound by and to comply with these Terms. If you do not agree to these Terms, you must not access or use this Site or the Services.

You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that: (a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and (b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.

1.

KEY DEFINITIONS. For the purpose of these Terms, the following capitalized terms shall have the following meanings:

1.1.

“Affiliate” means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such party.

1.2.

“Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over GTC, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.

1.3.

“ERC20 Token” means a token using the ERC-20 standard, which may be issued through the Site as a part of the Services.

1.4.

“Security Token” means a token using an Ethereum-based security token standard, which may be issued through the Site as a part of the Services.

1.5.

“Ether” means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.

1.6.

“Ethereum Address” means the unique public key cryptocurrency identifier that points to an Ethereum-compatible wallet to which Ether or an ERC20 Token or Security Token may be sent or stored.

1.7.

“Ethereum Blockchain” means the underlying blockchain infrastructure that the Site leverages to perform portions of the Services.

1.8.

“Governmental Authority” includes any domestic or foreign federal, state or provincial, municipal, local or other governmental, regulatory, judicial or administrative authority.

1.9.

“Service Provider” means a third-party service provider that may provide transaction-related services, including, but not limited to, advisory services, verification screening, and legal compliance services.

1.10.

“Services” has the meaning set out in Section 3.1.

1.11.

“Site” means the GTC Affiliate site located at https://gotocrowd.com, and all associated sites linked thereto by GTC and its Affiliates.

2.

MODIFICATIONS TO THESE TERMS. We reserve the right, in our sole discretion, to modify these Terms from time to time. Any and all such modifications are effective immediately upon posting. By continuing to access or use the Site or the Services after our publication of modified Terms, you accept and agree to be bound to the modified Terms. You agree to frequently review the Terms to ensure that you are aware of any such modified Terms and that you understand the terms and conditions that apply to your access to and use of the Site and the Services, and any of their contents, functionality and services.

3.

Services.

3.1.

Services. For the purpose of these Terms, the following capitalized terms shall have the following meanings:

3.2.

Service Fees.

(i)

We may charge fees to you (the “Service Fees”) in consideration of your use of certain Services (each, a “Paid Service”). The details of the Service Fees, including the cost of each Paid Service, when Service Fees apply and how they are calculated can be found on the Site. We reserve the right to change the Service Fees at any time, and will provide you with adequate notice of any such fee changes before they become effective.

(ii)

In addition, for your convenience, Service Providers may provide services to you in connection with your use of the Site. We accept no responsibility for any services procured by a Service Provider from the Site. Any relationship item you and a Service Provider arising from your use of the Site shall be exclusively by and item you and such Service Provider and any Service Provider providing services to you will not be deemed an agent or broker to, or employee, representative, independent contractor or subcontractor of, GTC or any of its Affiliates.

3.3.

Payment and Authorization. You are responsible for paying any Service Fees that you owe to GTC. You further acknowledge and agree that you are fully responsible for all acts or omissions relating to any access to your Ethereum Address through the Site.

3.4.

Ethereum Gas Charges. Some Services may involve the use of the Ethereum Blockchain, which may require that you to pay a fee, commonly known as “Ethereum Gas Charges”, for the computational resources required to perform a transaction on the Ethereum Blockchain. You acknowledge and agree that GTC has no control over: (a) any Ethereum Blockchain transactions; (b) the method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum Blockchain before initiating such Ethereum Blockchain transaction. We will make reasonable efforts to notify you of any Ethereum Gas Charges before initiating any Services that require the use of the Ethereum Blockchain

3.5.

Taxes. The Service Fees, and any other charges hereunder, are exclusive of any applicable sale, value-added, excise, withholding and other taxes. item you and GTC, you will be solely responsible for paying any such taxes applicable to the consideration payable under these Terms, as may be required under Applicable Law.

3.6.

Conditions and Restrictions. We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services or the Site without prior notice. For example, we may restrict access or certain transaction requests from certain locations if we have a reasonable suspicion of fraud, diminished capacity, inappropriate activity or a dispute in connection with your GTC Account, or any jurisdiction where we are expressly not conducting any activities.

3.7.

No Broker, Legal or Fiduciary Relationship. GTC is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any decisions or activities that you effect when using the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice.

4.

USER ACCOUNT

4.1.

User Account. You must have an account with us on the Site (an “GTC Account”) in order to use the Services. During registration, in order to create an GTC Account, we will ask you to provide certain information, including, but not limited to: your name, your email address and your Ethereum Address.

4.2.

Your Responsibilities. As a condition to accessing or using the Services or the Site, you shall:

(1)

only use the Services and the Site for lawful purposes and in accordance with these Terms;

(2)

ensure that, at all times, all information that you provide on the Site, including the information in your GTC Account, is current, complete and accurate; and

(3)

maintain the security and confidentiality of your GTC Account and Ethereum Address;

(4)

and grant access to GTC to complete any required anti-money laundering and know your client reviews as required by Applicable Law.

4.3.

Unacceptable Use or Conduct. As a condition to accessing or using the Site or the Services, you will not:

(1)

violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing regimes, as any such regime may be amended or enhanced from time to time;

(2)

infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Site or the Services;

(3)

use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(4)

attempt to circumvent any content filtering techniques or security measures that GTC employs on the Site, or attempt to access any service or area of the Site or the Services that you are not authorized to access;

(5)

use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;

(6)

use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data;

(7)

use or attempt to use another user’s GTC Account without authorization;

(8)

introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;

(9)

provide false, inaccurate, or misleading information;

(10)

post content or communications on the Site that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;

(11)

post content on the Site containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service;

(12)

use the Site or the Services from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Site or the Services is prohibited; or

(13)

encourage or induce any third party to engage in any of the activities prohibited under this Section 4.3

4.4.

Your Assumption of Risks. You represent and warrant that you:

(1)

have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of any securities, ERC20 Token and/or Security Token;

(2)

have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any securities or ERC20 and/or Security Tokens that you decide to acquire;

(3)

know, understand and accept the risks associated with your Ethereum Address, the Ethereum Blockchain, Ether, ERC20 Tokens and Security Tokens;

(4)

accept the risk of acquiring securities, ERC20 Tokens and/or Security Tokens via the Site, and are responsible for conducting your own independent analysis of the risks specific to the securities, ERC20 Tokens and/or Security Tokens you acquire and your use of the Services; and

(5)

have read the Certain Investment Considerations: Risk Factors and Cautionary Note Regarding Forward-Looking Statements

4.5.

Your GTC Account Activities. You acknowledge and agree that you will be bound by, and hereby authorize GTC to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your GTC Account, regardless of whether such access is authorized or unauthorized. You further acknowledge and agree that GTC will not be liable for any of its actions that you have authorized it to take

4.6.

Your Content. You hereby grant to us a royalty-free, fully paid-up, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, your name and trade dress (collectively, “Your Content”) through your use of the Services or the Site, including, without limitation, for promoting GTC and its Affiliates, the Services or the Site, consistent with the terms of our privacy policy (described below). You represent and warrant that: (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.

4.7.

Self-Direction. You agree that your Account will be self-directed or directed on your behalf by your designated investment advisor and that you are solely responsible for all investment decisions. Although the Site may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations or provide any due diligence.

4.8.

Qualified Investors

(i)

The securities offered on the Site, except where otherwise indicated, may only be purchased by investors who are not US persons or who, if US persons, are Accredited Investors (collectively, “GTC Authorized Investors”), as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Federal law and regulations restrict investment in any of the securities offerings by non-qualified investors. Before you can invest in any securities offerings on the Site, you must register with the Platform and qualify as an “GTC Authorized Investor”, except where otherwise indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as a GTC Authorized Investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Platform for purposes of subscribing to securities offerings as an GTC Authorized Investor, you represent and warrant that you come within at least one of the following categories:

(1)

You are not a “U.S. Person” as defined in Regulation S under the Securities Act; or

(2)

You are an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act

(3)

The exact definition of “accredited investor” for the purpose of Regulation D may be found at https://www.ecfr.gov/cgibin/retrieveECFR?gp=&SID=8edfd12967d69c024485029d968ee737&mc=tr ue&n=pt17.3.230&r=PART&ty=HTML#se17.3.230_1501.

(4)

The exact definition of U.S. person for the purposes of Regulation S is published at 17 CFR §230.902(k), which may be found at https://www.ecfr.gov/cgi-bin/retrieveECFR?gp=&SID=8edfd12967d69c024485029d968ee737&mc=tr ue&n=pt17.3.230&r=PART&ty=HTML#se17.3.230_1902.

(ii)

TYOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON GTC AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as a GTC Authorized Investor, you shall immediately provide the GTC with such information in writing.

4.9.

Securities Products; No Professional Advice Provided. The securities offered on the Site are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. None of the information contained on the Site or provided through the Services constitutes a recommendation, solicitation or offer by GTC, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where GTC is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON GTC OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. GTC DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT GTC AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Featuring of or posting on the Site of any offering does not constitute endorsement by GTC or representation of the quality of any potential investment in such offering. GTC does not endorse any Issuer or any underlying assets. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemption provisions of Regulation D and/or Regulation S under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemption provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on the Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and issuers posting offerings on the Site in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION. GTC receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the Site but may receive fixed fees for services. GTC is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. GTC does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any Issuer offer securities to a particular Investor. GTC takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of or access to funds or securities. GTC cannot guarantee that Issuers posting offerings on the Site will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that GTC makes no representation, warranty or assurance that the offering posted on the Site are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings.

GTC Digital Asset Escrow Transaction Process and Acknowledgements


Some of the statements made on our website (the “Site”) constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “project,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “intends,” or “continue,” or the negative of these terms or other comparable terminology.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans, and strategies; statements that contain projections of results of operations or of financial condition; statements relating to the research, development, and use of our products; and all statements (other than statements of historical facts) that address activities, events, or developments that we intend, expect, project, believe, or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate.

Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

  • the slowing or stopping of the development or acceptance of blockchain assets;
  • the limitations of blockchain technology, which remains largely novel and untested;
  • the legal framework of regulations applicable to blockchain technologies, cryptocurrencies, security tokens and token offerings;
  • the lack of any existing marketplace for blockchain assets;
  • our lack of an operating history;
  • the impact of competition and new technologies;
  • our ability to obtain government regulations and approvals;
  • industry developments affecting our business, financial condition and results of operations;
  • our operating performance and cash flow, or lack thereof; and
  • global market, political, and economic conditions.

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of publication.

GTC Digital Asset Escrow Transaction Process and Acknowledgements


Transmission of Digital Assets: We provides transaction instructions that include a unique, customized QR code and wallet address for transmission of your Digital Assets for a given transaction.

Acceptance of your Transaction and Conversion of Digital Asset to USD: Generally, once per business day, we convert Digital Assets to USD using the facilities of our partner Digital Asset exchanges. Upon conversion, we will calculate your Final Transaction Amount based on the exchange rate we receive less our Digital Asset Handling Fee. Digital Assets received during non-business hours or after 1pm California time (EST or EDT) on a business day will be converted the following business day consistent with the operating hours of our partner Digital Asset exchanges. USD proceeds from conversion of your Digital Assets will be used to calculate an Exchange Rate, inclusive of any exchange fees and transfer fees, that we will apply to your Digital Asset transaction to calculate your individual Gross Conversion Proceeds. We make absolutely no representation and provide no warranties that the conversion price will be the best available price at the time of conversion of your Digital Assets.

Our Digital Asset Handling Fee will be subtracted from your Gross Conversion Proceeds to yield your Final Transaction Amount.

Important: Because the applicable Digital Asset to USD exchange rate can vary significantly from time to time, and even moment to moment, the exact amount of your Final Transaction Amount and any resulting securities you ultimately purchase in this transaction will be reported to you only after we have converted to USD and your transaction has been accepted by all parties.

Calculation of your Final Transaction Amount:

Digital Asset Transaction in Full: Y TRANSMITTING DIGITAL ASSETS USING THE INSTRUCTIONS WE PROVIDE TO YOU, YOU HEREBY AGREE TO INVEST 100% OF THE FINAL TRANSACTION AMOUNT AS DEFINED ABOVE IN THE OFFERING. If the issuer does not accept your transaction in part or in full for any reason, we will issue you a prompt refund of the Digital Assets for the USD equivalent, at then-market conversion prices, to the wallet address from which the Digital Assets originated.

Refunds: If your Digital Asset transaction is not accepted by the issuer, or the offering is canceled prior to acceptance, or if a refund is required for any other reason prior to acceptance, we will issue a prompt refund only in the type of Digital Asset transacted and such refunds will be transmitted only to the wallet address from which the Digital Asset originated. We will not under any circumstances issue a refund in USD for transactions paid with Digital Assets. BY TRANSMITTING DIGITAL ASSETS USING THE INSTRUCTIONS WE PROVIDE TO YOU, YOU HEREBY ACKNOWLEDGE THAT ANY REFUND YOU RECEIVE MAY BE SUBSTANTIALLY REDUCED BY FEES AND BY MARKET VOLATILITY RELATIVE TO YOUR ORIGINAL TRANSACTION. FOR AVOIDANCE OF DOUBT, ANY AND ALL SUCH FEES ARE EXCLUSIVELY PAID BY YOU FROM YOUR REFUND AMOUNT. BY TRANSMITTING DIGITAL ASSETS FOR THIS TRANSACTION, YOU ACCEPT THIS RISK.

Transaction Costs: We make no claim or guarantee that investing in an offering using Digital Assets is economically efficient relative to other payment methods or conversion options available elsewhere. You may pay lower all-in fees by converting Digital Assets to USD away from our platform and this transaction process, and then using the proceeds of that conversion to make a USD transaction in the offering.

Potentially Irreversible: Once we convert your Digital Assets into USD, it may be impossible to convert the USD back into Digital Assets without substantial delay and without incurring significant losses due to market volatility. While we will make all commercially reasonable efforts to refund Digital Assets promptly and efficiently, refunds converted from USD back to Digital Assets are subject to delays and market volatility, and you agree to bear 100% of this risk.

DISCLAIMER:
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW). WE EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE USE OF THE SERVICES OR AGAINST INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR SOFTWARE ARE ERROR-FREE OR THAT OPERATION OR DATA WILL BE SECURE OR UNINTERRUPTED. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF THE FLOW OF DATA AND DELAYS ON THE INTERNET, INCLUDING BUT NOT LIMITED TO FAILURE TO SEND OR RECEIVE ANY ELECTRONIC COMMUNICATIONS (e.g. EMAIL). YOU DO NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF US TO ANY THIRD PARTY. YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO IT ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM LIABILITY TO YOU FOR ANY DAMAGES RESULTING FROM YOUR RELIANCE ON OR USE OF OUR SERVICES.

LIMITATION OF LIABILITY:

1. Disclaimer of Consequential Damages.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO ANY TRANSACTION OR TRANSACTION, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS.

2. Cap on Liability.
YOU HEREBY ACKNOWLEDGE AND AGREE UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF OR RELATED TO THIS SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, BY YOU TO US IN THE TRANSACTION, AND FURTHERMORE, THAT WE BEAR ABSOLUTELY NO LIABILITY FOR LOSSES YOU MAY INCUR AS A RESULT OF MARKET PRICE MOVEMENTS, LACK OR FAILURE OF EXECUTION, LACK OR FAILURE OF OBTAINING A BEST PRICE, AND FEES CHARGED BY THIRD-PARTIES IN PROCESSING YOUR TRANSACTION AND THE USD CONVERSIONS THEREUNDER.

3. General Indemnification.
You hereby agree to indemnify, protect, defend and hold harmless us and our officers, directors, members, shareholders, employees, agents, partners, vendors, successors and assigns from and against any and all third party claims, demands, obligations, losses, liabilities, damages, regulatory investigations, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses), which we may suffer as a result of: (a) any breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements contained herein or in any certificate or document delivered by you or your agents pursuant to any of the provisions herein, or (b) any obligation which is expressly your responsibility in this transaction, or (d) any breach, action or regulatory investigation arising from your failure to comply with any laws or regulation, and/or arising out of any alleged misrepresentations, misstatements or omissions of material fact in the transaction and/or personal details you provide to us. You are required to immediately defend us including the immediate payment of all attorney fees, costs and expenses, upon commencement of any regulatory investigation arising or relating to transaction and any complaints subsequently arising. Any amount due under the aforesaid indemnity will be due and payable by you within thirty (30) days after demand thereof.

4. Limitation on Our Duty to Litigate.
Without limiting the foregoing, we shall not be under any obligation to defend any legal action or engage in any legal proceedings with respect to the Transaction or with respect to any transaction made by you unless we are indemnified to our satisfaction. Whenever we deem it reasonably necessary, we will be authorized and empowered to consult with our own counsel in reference to the Transaction and to retain counsel and appear in any action, suit or proceeding affecting the Transaction. All fees and expenses so incurred shall be your responsibility.

5. Third Party Claims. You agree to bear sole responsibility for the prosecution or defense, including the employment of legal counsel, of any and all legal actions or suits involving the Transaction, including but not limited to those which may arise or become necessary for the protection of the transactions you make resulting from the Transaction. You also agree to bear sole responsibility for enforcing any judgments rendered in favor of any person, including judgments rendered in our name.

2.

PRIVACY POLICY

We provide online tools to assist companies, potential investors, and others who are interested or involved in the Service offered from time to time at the Site. The Service is owned and operated by GTC.

PLEASE READ THIS PRIVACY POLICY CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS PRIVACY POLICY. IF YOU DO NOT AGREE TO SUCH TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE.

2.1.

INTRODUCTION.

2.1.ⅰ)

GTC is committed to safeguarding the privacy of our website and service users (“users,” or “you”).

2.1.ⅱ)

This privacy policy (the “Privacy Policy”) applies where we are acting as a data controller with respect to your personal data, in other words, where we determine the purposes and means of the processing of that personal data.

2.1.ⅲ)

Your use of the GTC Service is subject to the terms and conditions set forth in this Privacy Policy.

2.1.ⅳ)

You are encouraged to review this Privacy Policy periodically and to check the “Last Updated” date at the top of the Privacy Policy for the most recent version. If we make changes to this Privacy Policy, we will notify you here, by email, or by means of notice through the Website, the Application, or any other part of the GTC Service.

2.2.

HOW WE USE YOUR PERSONAL DATA.

2.2.ⅰ)

In this Section 2 we have set out:

2.2.ⅰ)1)

the general categories of personal data that we may process;

2.2.ⅱ)2)

the purposes for which we may process personal data;

2.2.ⅲ)3)

the legal bases of the processing;

2.2.ⅱ)

Types and Uses of Collected Information. GTC collects two types of information about you, “Personally Identifiable Information” and “Non-Personally Identifiable Information.”

2.2.ⅲ)

Personally identifiable information is information that identifies a specific person. When you engage in certain activities via the GTC Service, including but not limited to creating an account, sending feedback, or otherwise participating in the GTC Service (collectively, “Identification Activities”), we may ask you to provide certain information about yourself. If you elect to engage in an Identification Activity, we may ask you to provide us with certain personal information about yourself, such as your name, address, email address, telephone number and/or any other information you provide to us, to create your account of profile, send communications about them to you, and populate forms for future transactions.

2.2.ⅲ)1)

if you enroll in the GTC Service through a third party (such as Facebook or Google) then GTC may receive Personally Identifiable Information from such third party and by using the GTC Service, you consent to such receipt of Personally Identifiable Information and its use pursuant to this Privacy Policy by GTC.

2.2.ⅲ)2)

we may use or share Personally Identifiable Information to provide products and/or services to you to provide products and/or services to you, enhance the operation of the GTC Service, improve our marketing and promotional efforts, analyze use of the GTC Service, and tailor your experience with third parties as provided below in this Privacy Policy. We may also use Personally Identifiable Information to troubleshoot, resolve disputes, accomplish administrative tasks, contact you, enforce our agreements with you, including our Terms of Service and this Privacy Policy, comply with applicable law, and cooperate with law enforcement activities.

2.2.ⅲ)3)

we may process data about your use of our website and services (“usage data”). The usage data may include your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your service use. The source of the usage data is our analytics tracking system. This usage data may be processed for the purposes of analyzing the use of the website and services. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services.

2.2.ⅲ)4)

we may process your account data (“account data”). The account data may include your name and email address. The source of the account data is you. The account data may be processed for the purposes of operating our website, providing our services, ensuring the security of our website and services, maintaining back-ups of our databases and communicating with you. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services.

2.2.ⅲ)5)

we may process your information included in your personal profile on our website (“profile data”). The profile data may include your name, address, telephone number, email address, profile pictures, and company name. The profile data may be processed for the purposes of enabling and monitoring your use of our website and services. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services.

2.2.ⅲ)6)

we may process information that you post for publication on our website or through our services (“publication data”). The publication data may be processed for the purposes of enabling such publication and administering our website and services. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services.

2.2.ⅲ)7)

we may process information contained in any inquiry you submit to us regarding goods and/or services (“inquiry data”). The inquiry data may be processed for the purposes of offering, marketing and selling relevant goods and/or services to you. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services.

2.2.ⅲ)8)

we may process information relating to transactions, including purchases of goods and services, that you enter into with us and/or through our website (“transaction data”). The transaction data may include first and last names, an email address to be used as a login, billing contact information, credit card number and a password. The transaction data may be processed for the purpose of supplying the purchased goods and services and keeping proper records of those transactions. The legal basis for this processing is the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract and our legitimate interests.

2.2.ⅲ)9)

we may process information that you provide to us for the purpose of subscribing to our email notifications and/or newsletters (“notification data”). The notification data may be processed for the purposes of sending you the relevant notifications and/or newsletters. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services. If you do not wish to receive this promotional material, you may opt out at any time by:

2.2.ⅲ)9)a.

sending an e-mail or writing to us telling us you do not wish to receive further promotional material;

2.2.ⅲ)9)b.

or using the “unsubscribe” process described in the promotional material.

2.2.ⅲ)10)

we may process information contained in or relating to any communication that you send to us (“correspondence data”). The correspondence data may include the communication content and metadata associated with the communication. Our website will generate the metadata associated with communications made using the website contact forms. The correspondence data may be processed for the purposes of communicating with you and record-keeping. The legal basis for this processing is your consent or our legitimate interests, namely monitoring and improving our website and services.

2.2.ⅲ)11)

we may process any of your personal data identified in this policy where necessary for the establishment, exercise or defense of legal claims, whether in court proceedings or in an administrative or out-of-court procedure. The legal basis for this processing is our legitimate interests, namely the protection and assertion of our legal rights, your legal rights and the legal rights of others.

2.2.ⅲ)12)

in addition to the specific purposes for which we may process your personal data set out in this Section 2, we may also process any of your personal data where such processing is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

2.2.ⅲ)13)

please do not supply any other person’s personal data to us unless we prompt you to do so and you have that person’s authorization to provide such.

2.2.ⅳ)

Non-Personally Identifiable Information.

Non-Personally Identifiable Information is information that does not identify a specific person. This type of information may include things like the Uniform Resource Locator (“URL”) of the website you visited before coming to the GTC Service or otherwise participating in the GTC Service, the URL of the website you visit after leaving the GTC Service, the type of browser you are using, your Internet Protocol (“IP”) address, mobile carrier information, mobile device information, or general and/or aggregated location data that does constitute Personally Identifiable Information. We, and/or our authorized Third-Party Service Providers, may automatically collect this information when you visit or use the GTC Service using electronic tools like Cookies and Web beacons or Pixel tags, as described below in this Privacy Policy. We use Non-Personally Identifiable Information to troubleshoot, administer the GTC Service, analyze trends, gather demographic information, comply with applicable law, and cooperate with law enforcement activities. We may also share this information with our authorized Third-Party Service Providers to measure the overall effectiveness of our products and services.

2.3.

PROVIDING YOUR PERSONAL DATA TO OTHERS.

2.3.ⅰ)

We do not rent or sell your personally identifiable information to third parties.

2.3.ⅱ)

We may disclose your personal data to any member of our group of companies, this means our subsidiaries, our ultimate holding company and all its subsidiaries insofar as reasonably necessary for the purposes, and on the legal bases, set out in this policy.

2.3.ⅲ)

Financial transactions relating to our website and services may be handled by our payment services providers. We will share transaction data with our payment services providers only to the extent necessary for the purposes of processing your payments, refunding such payments and dealing with complaints and queries relating to such payments and refunds.

2.3.ⅳ)

We may disclose your inquiry data to one or more of those selected third-party suppliers of services via APIs identified on our website for the purpose of enabling them to connect your account with their Services, if any. Each such third party will act as a data controller in relation to the inquiry data that we supply to it. Each such third party will supply to you a copy of its own privacy policy, which will govern that third party’s use of your personal data.

2.3.ⅴ)

GTC has an obligation when providing any and all of your data to any third party is to ensure that the third party effectively processes the personal data in a manner consistent with our own policies. In the event of a compliance failure by such third-party company may be liable for the third-party lack of compliance and shall take appropriate steps to remedy the situation including, but not limited to, ensuring that processing by the third party shall cease and taking steps to remediate unauthorized processing.

2.3.ⅵ)

In addition to the specific disclosures of personal data set out in this Section 3, we may disclose your personal data where such disclosure is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person. We may also disclose your personal data where such disclosure is necessary for the establishment, exercise or defense of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.

2.3.ⅶ)

We do disclose personal information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements. We’ll notify you when we’re asked to hand over your personal information in this way unless we’re legally prohibited from doing so. When we receive requests like this, we’ll only release your personal information if we have a good faith belief that the law requires us to do so

2.4.

ABOUT COOKIES

2.4.ⅰ)

A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.

2.4.ⅱ)

Cookies may be either “persistent” cookies or “session” cookies: a persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date; a session cookie, on the other hand, will expire at the end of the user session.

2.4.ⅲ)

Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you may be linked to the information stored in and obtained from cookies.

2.5.

COOKIES THAT WE USE. We use cookies for the following purposes:

2.5.ⅰ)

authentication – we use cookies to identify you when you visit our website and as you navigate our website.

2.5.ⅱ)

referral program – we use cookies to identify accounts, which came to our Site through referral links so that we are able to reward their participation in the project.

2.5.ⅲ)

security – we use cookies as an element of the security measures used to protect user accounts, including preventing fraudulent use of login credentials, and to protect our website and services generally.

2.5.ⅳ)

analysis – we use cookies to help us to analyze the use and performance of our website and services.

2.6.

COOKIES USED BY OUR SERVICE PROVIDERS.

2.6.ⅰ)

Our service providers use cookies and those cookies may be stored on your computer when you visit our website.

2.6.ⅱ)

We use Google Analytics to analyze the use of our website. Google Analytics gathers information about website use by means of cookies. The information gathered relating to our website is used to create reports about the use of our website. Google’s privacy policy is available at: https://www.google.com/policies/privacy/ .

2.7.

COOKIES USED BY OUR SERVICE PROVIDERS.

2.7.ⅰ)

Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can however obtain up-to-date information about blocking and deleting cookies via these links:

2.7.ⅱ)

Blocking all cookies will have a negative impact upon the usability of many websites.

2.7.ⅲ)

If you block cookies, you will not be able to use all the features on our website.

2.8.

ANALYTICS.

2.8.ⅰ)

We continuously improve our websites and our products, and we utilize different third-party web analytics tools to help us do so. We are interested in how visitors use our websites, our desktop tools, our mobile applications, what they like and dislike, and where they have problems. Our products, desktop tools and mobile applications use analytical tools to understand feature usage patterns, to enhance and improve your product experience and offer you specific usage tips and guidance. In connection with normal business operations, as well as to increase functionality and enhance your user experience, this usage information may be linked to personal information that we have about individual users. We maintain ownership of this data and we do not share this type of data about individual users with third parties.

2.8.ⅱ)

Our mobile applications will also use analytical tools to help gather non-personally identifiable data about download and application usage. We may use information such as IP addresses to determine the general geographic locations areas of our visitors, but this information is not correlated to personal information about individual users. The web beacons used in conjunction with these tools may gather data such as what browser a person uses, what operating systems are used, domain names, MIME types, what is downloaded, and what content, products and services are reviewed when visiting or registering for services at one of our websites or using one of our mobile applications.

2.8.ⅲ)

This information is used solely to assist us in maintaining a more effective and useful websites and products for our customers. This data will not be shared with third parties without your prior consent or unless required by law.

2.9.

YOUR RIGHTS

2.9.ⅰ)

In this Section, we have summarized the rights that you may have under data protection law, depending on which jurisdiction you are in or reside in. Some of the rights are complex, and not all of the details have been included in our summaries. Accordingly, you should read the relevant laws and guidance from the regulatory authorities for a full explanation of these rights.

2.9.ⅱ)

Your principal rights under data protection law may be the right to access; to rectification; to erasure; to restrict processing; to object to processing; to data portability; to complain to a supervisory authority; and to withdraw consent.

2.9.ⅲ)

You have the right to confirmation as to whether or not we process your personal data and, where we do, access to the personal data, together with certain additional information. That additional information includes details of the purposes of the processing, the categories of personal data concerned and the recipients of the personal data. Providing the rights and freedoms of others are not affected, we will supply to you a copy of your personal data. The first copy will be provided free of charge, but additional copies may be subject to a reasonable fee.

2.9.ⅳ)

You have the right to have any inaccurate personal data about you rectified and, considering the purposes of the processing, to have any incomplete personal data about you completed.

2.9.ⅴ)

In some circumstances you have the right to the erasure of your personal data without undue delay. Those circumstances include: the personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed; you withdraw consent to consent-based processing; you object to the processing under certain rules of applicable data protection law; the processing is for direct marketing purposes; and the personal data have been unlawfully process. However, there are exclusions of the right to erasure. The general exclusions include where processing is necessary: for exercising the right of freedom of expression and information; for compliance with a legal obligation; or for the establishment, exercise or defense of legal claims.

2.9.ⅵ)

In some circumstances you have the right to restrict the processing of your personal data. Those circumstances are: you contest the accuracy of the personal data; processing is unlawful but you oppose erasure; we no longer need the personal data for the purposes of our processing, but you require personal data for the establishment, exercise or defense of legal claims; and you have objected to processing, pending the verification of that objection. Where processing has been restricted on this basis, we may continue to store your personal data. However, we will only otherwise process it: with your consent; for the establishment, exercise or defense of legal claims; for the protection of the rights of another natural or legal person; or for reasons of important public interest.

2.9.ⅶ)

You have the right to object to our processing of your personal data on grounds relating to your particular situation, but only to the extent that the legal basis for the processing is that the processing is necessary for: the performance of a task carried out in the public interest or in the exercise of any official authority vested in us; or the purposes of the legitimate interests pursued by us or by a third party. If you make such an objection, we will cease to process the personal information unless we can demonstrate compelling legitimate grounds for the processing which override your interests, rights and freedoms, or the processing is for the establishment, exercise or defense of legal claims.

2.9.ⅷ)

You have the right to object to our processing of your personal data for direct marketing purposes (including profiling for direct marketing purposes). If you make such an objection, we will cease to process your personal data for this purpose.

2.9.ⅸ)

You have the right to object to our processing of your personal data for scientific or historical research purposes or statistical purposes on grounds relating to your particular situation, unless the processing is necessary for the performance of a task carried out for reasons of public interest.

2.9.ⅹ)

To the extent that the legal basis for our processing of your personal data is consent or that the processing is necessary for the performance of a contract to which you are party or in order to take steps at your request prior to entering into a contract, and such processing is carried out by automated means, you have the right to receive your personal data from us in a structured, commonly used and machine-readable format. However, this right does not apply where it would adversely affect the rights and freedoms of others.

2.9.ⅺ)

To the extent that the legal basis for our processing of your personal information is consent, you have the right to withdraw that consent at any time. Withdrawal will not affect the lawfulness of processing before the withdrawal.

2.9.ⅻ)

If you consider that our processing of your personal information infringes data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection.

2.10.

RETAINING AND DELETING PERSONAL DATA

2.10.ⅰ)

This Section sets out our data retention policies and procedure, which are designed to help ensure that we comply with our legal obligations in relation to the retention and deletion of personal data.

2.10.ⅱ)

Personal data that we process for any purpose or purposes shall be kept until such time as we receive a request for deletion from you.

2.10.ⅲ)

Information that you submit via the Services is sent to and stored on secure servers and your information is processed in accordance with applicable data protection laws. However, your information may be transferred to NAFTA Treaty countries, CARICOM nations and further, in the European Economic Area (“EEA”). If we transfer your information and said information enters international servers, we will take steps to ensure that your privacy rights continue to be protected.

2.10.ⅳ)

Notwithstanding the other provisions of this Section 10, we may retain your personal data where such retention is necessary to comply with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

2.11.

FOR ADDITIONAL QUESTIONS: you can contact us by email at support@gotocrowd.com

3.

ADDITIONAL TERMS. Please refer to our Disclosures and Disclaimers for information about investments made via our Platform, our Digital Asset Escrow Transaction Process and Acknowledgements for information about our digital asset conversion processes, and our Cautionary Note About Forward-Looking Statements, each of which is incorporated into these Terms by reference.

4.

PROPRIETARY RIGHTS

4.1.

Ownership of Services. Excluding any open source software (as further described in Section 6.2) or third-party software that the Site or the Services incorporates, as between you and GTC, GTC owns the Site and the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein)

4.2.

GTC License; Open Source Software License; Limitations. The Site and the Services are governed by the most recent version of the open source license commonly known as the “MIT License” and any other applicable licensing terms for the Site and the Services in these Terms (collectively, the “GTC License”). You acknowledge that the Site or the Services may use, incorporate or link to certain open-source components and that you will comply with any applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site or the Services; (b) use the Site or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Site or the Services in a manner that violates the GTC License or any other Open-Source Licenses.

4.3.

Trademarks. Any of GTC’s product or service names, logos, and other marks used in the Site or as a part of the Services, including GTC’s name and logo are trademarks owned by GTC, its Affiliates or its applicable licensors. You may not copy, imitate or use them without GTC’s (or the applicable licensor’s) prior written consent.

4.4.

CHANGES; SUSPENSION; TERMINATION

4.4.ⅰ)

Changes to Services. We may, at our sole discretion, from time to time and without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.

4.4.ⅱ)

No Liability. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Site or the Services.

4.4.ⅲ)

Effect of Termination. In the event we terminate your GTC Account or your complete access to the Site or the Services, we may delete or suspend your GTC Account and all related information and files in such account.

4.4.ⅳ)

Survival. The following sections will survive any termination of your GTC Account or your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 2, 3.3, 3.5, 3.6, 3.7, and Section 4 and all following Sections.

4.5.

ELECTRONIC NOTICES AND SIGNATURES

4.5.ⅰ)

You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with this Agreement, your GTC Account or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address linked to your GTC Account. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy.

4.5.ⅱ)

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. GTC shall have a reasonable period to effect such a change and GTC may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

4.6.

INDEMNIFICATION. You will defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Services; (b) your purchase of any securities; (c) any Ethereum Blockchain assets associated with your Ethereum Address; (d) any feedback or user content you provide to the Site, if any; (e) your violation of these Terms; or (f) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, GTC (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether GTC wishes to settle, and if so, on what terms.

4.7.

DISCLAIMER OF WARRANTIES.

4.7.ⅰ)

To the maximum extent permitted under Applicable Law, the Site and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not make any representation or warranty (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE SITE OR THE SERVICES or (b) that the Site or the Services (including any data relating thereto) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Site or the Service are correctable or will be correctable. Without limiting the generality of the foregoing, GTC makes no warranty or representation as to the completeness or accuracy of the information provided on the Site, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, GTC assumes no liability or responsibility for any errors or omissions in the content of the Site. GTC does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. GTC shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. GTC is entitled to rely upon the information provided by its Users. You acknowledge and agree that GTC does not provide any representation, warranty or assurance that the offering on the Site are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not the Site, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering. GTC has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages.

4.7.ⅱ)

You acknowledge that your data on the Site may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

4.7.ⅲ)

The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

5.

EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. In no event shall we (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or non-performance of the Services, your Ether, or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.

6.

LIMITATION OF LIABILITY. In no event shall our aggregate liability (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or non-performance of the Services, your Ether, ERC20, Security Tokens or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of Service Fees paid by you to us under these Terms in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.

7.

DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE.

7.1

If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing GTC’s Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

7.1.ⅰ)

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

7.1.ⅱ)

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works;

7.1.ⅲ)

Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit GTC to locate the material;

7.1.ⅳ)

Information reasonably sufficient to permit GTC to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

7.1.ⅴ)

A statement that you have 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;

7.1.ⅵ)

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

7.2.

Pursuant to Section 512(c)(2) of the Copyright Act, GTC designates the following agent to receive notifications of claimed infringement: GoToCrowd, Inc., 853 Camino Del Mar, Suite 201, Del Mar, CA 92014; info@gotocrowd.com. For the avoidance of doubt, only DMCA notices should go to GTC’s Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

8.

GOVERNING LAW AND JURISDICTION.

8.1.

The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Site or the Services, will be governed by and construed in accordance with the domestic Laws of the State of Wyoming without giving effect to any choice or conflict of laws provision or rule (whether of the State of Wyoming or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Wyoming. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court of competent jurisdiction. With respect to any proceeding hereunder, YOU IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY COURTS LOCATED WITHIN THE TERRITORY OF THE STATE OF WYOMING FOR ANY ACTION, PROCEEDING OR INVESTIGATION (“LITIGATION”) ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, AND THE SERVICES (AND AGREE NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH VENUES).

8.2.

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. GTC makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Services are prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on the Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on the Site can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on the Site does not constitute an offer or solicitation to sell securities referred to on the Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on the Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on the Site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

9.

OTHER TERMS.

9.1.

Remedies. Any right or remedy of GTC set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity.

9.2.

Affiliates & Contractors. The Site and any of the Services may be operated or provided by us, our Affiliates, or our respective subcontractors. To the extent that one of our Affiliates or subcontractors, is operating or providing any Services, the Affiliate or subcontractor’s provision of such Services will be under terms identical to these Terms, substituting the Affiliate or subcontractor’s name wherever we are referenced in these Terms.

9.3.

Non-Waiver. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

9.4.

Force Majeure. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, pandemic, or equipment or software malfunction.

9.5.

Assignment. You may not assign or transfer any right to use your GTC Account, the Site or the Services, or any of your rights or obligations under these Terms, without our prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

9.6.

Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

9.7.

Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Site and the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

You are viewing the Site”) for GoToCrowd, LLC (“GTC”). GTC maintains a commercial investor technology platform through which companies that own, manage and develop investment projects, known as “sponsors” (“Sponsors”), offer investment opportunities to qualified investors.

GTC is not a registered broker-dealer or investment advisor and no communication from GTC through the Site or otherwise is intended to be or should be construed as investment, tax, financial, accounting or legal advice.

Federal law (the Gramm-Leach-Bliley Act, or “GLBA”) requires us to tell you how we collect, share, and protect your personal information. Please see our Privacy Policy, incorporated herein by reference, to learn more about how we treat your personal information under GLBA.

Investment opportunities posted on the Site can be accessed by investors via two means: 1) direct investing via an online market (the “Market”); or 2) investing in a vehicle managed by an affiliate of GTC.

The Market

The Market is an internet-based technology platform that facilitates administration for investments. Since inception it has operated, and continues to operate, on a strictly non-advisory basis. By accessing the Market through this website and any web pages thereof, you agree to be bound by the Terms of Use, Privacy Policy and other policies and procedures posted on the Site.

Investment opportunities on the Market are generally offered under Rule 506 of Regulation D or under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”); they are only suitable for, intended for and available to (a) “accredited investors” as defined under Rule 501 of Regulation D or (b) non-US persons who are qualified in their domicile, in each case who are registered members of the Market. Investments in private placement are speculative, involve a high degree of risk and are illiquid. GTC Market participants should not invest on the Market unless they are willing to accept the risks associated with private investments and are able to bear the loss of their entire investment. GTC recommends that members of the Market consult with their financial advisor, attorney, accountant, and any other professional that can help to understand and assess the risks associated with any investment opportunity.

GTC neither endorses any of the opportunities that appear on the Market, nor makes any recommendations regarding the appropriateness of particular opportunities for any investor. Use of the Market does not constitute an offer by GTC to sell, solicit or make an offer to buy any security and GTC does not give or offer any financial advice, investment advice, tax or legal advice to anyone using the Market or in the general information available to the public on the Site.

Information on the Site (including information regarding targeted returns or investment performance) relating to specific investments has been provided by the Sponsor of the applicable investment opportunity and is subject to change. Although GTC believes any such information to be reliable, it makes no representations or warranties as to the accuracy or completeness of such information and accepts no liability therefor. Forward-looking statements, hypothetical information or calculations, financial estimates and targeted returns are inherently uncertain. Such information should not be used as a primary basis for an investor’s decision to invest.

GTC Vehicles

From time to time, GTC and its affiliates may offer securities to members of the Market for consideration. These offers, if any, are also designed to be exempt from registration under the Securities Act in reliance on Regulation D and S.

General

If you choose to invest in an investment made available on the Market (including GTC vehicles), you will be required to execute various documentation regarding the investments (the “Investment Documents”). In all events, the commercial transactions which are the subject of the Investment Documents will be governed by such Investment Documents and not these terms, and in the event of any conflict between the terms of the Investment Documents and these terms, the Investment Documents will control. We reserve the right to reject, cancel, interrupt, remove or suspend any investment offered on the Market and are not liable for any damages as a result of any of these actions. Our policy is generally not to comment on the reasons for any of these actions, if taken.

Direct and indirect purchase of private placements involves significant risks, including without limitation market risks, liquidity risks, operational risks, and project-specific risks. The securities offerings posted on the Market (including GTC vehicles) are speculative. Market investments are NOT insured by the FDIC or by any other Federal Government Agency, are NOT Bank deposits, are NOT guaranteed by GTC, and MAY lose value. Neither the information nor any opinion expressed on any GTC webpages, including without limitation, the Market, shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities.

Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available on the Market (including GTC vehicles) . Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the Site. Neither GTC nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication, of the materials and communication herein or the or that the valuation of any securities offering is appropriate. Prior performance and/or results are not indicative of future performance. Any performance information, including “forward looking statements”, is for informational purposes only and should not be relied upon as a basis for investment. Investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Furthermore, investors should consult their tax advisors regarding the consequences of any investment.

Articles or information from third-party media outside of this domain may discuss GTC, but GTC does not approve and is not responsible for any such content. Hyperlinks to third-party sites, or reproduction of third-party articles, do not constitute an approval or endorsement by GTC of the linked or reproduced content. Furthermore GTC may use “partner affiliates” to advertise the Market. Such partner affiliates may be compensated a fixed amount for each investor that registers on the marketplace as an accredited investor. Such compensation creates an incentive for partner affiliates to direct investors to the Market.

For additional inquiries about the Market or our Services, you can contact us by emailing us at support@gotocrowd.com

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