Crowdtap Member Agreement
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT BECOME A MEMBER OF THE PLATFORM OR ACCESS OR OTHERWISE USE THE SITE. CROWDTAP MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, CANCEL, CHANGE, SUSPEND OR MODIFY ANY ASPECT OF THIS AGREEMENT AND/OR THE PLATFORM, WITHOUT NOTICE. SUCH MODIFICATIONS WILL BE EFFECTIVE UPON POSTING BY CROWDTAP ON THE SITE.
- Eligibility Requirements. Membership in the Platform is open to individuals only (not corporations or other legal entities) located in the fifty (50) states of the United States and the District of Columbia. You must be 13 years of age or older to join the Program. If you are at least 13 years of age but under the age of majority in your state of residence (18, except in Alabama and Nebraska where it is 19, and in Mississippi where it is 21), you must have permission from your parent or legal guardian to join the Platform. Crowdtap has the right, in our sole discretion, to request parental or legal guardian consent forms at any time from any minor who wishes to join the Platform. Crowdtap may prohibit minors from participating in, or may require parental/legal guardian consent for minors to participate in, certain activities or events.
By joining the Platform and accepting the terms of this Agreement, you represent and warrant that: (i) you are at least 13 years of age and (ii) if you are a minor in your state of residence, you have permission from your parent or legal guardian to participate in the Platform and your parent or legal guardian accepts the terms of this Agreement. You further represent and warrant that you will abide by the terms of this Agreement, and that you will use the Platform and the Services solely for your personal, noncommercial use, in a manner consistent with these terms and any and all applicable laws and regulations.
- Joining the Platform. You may join the Platform through the Crowdtap website at www.crowdtap.com or such other means as we provide. Upon joining the Platform, you may have the option (but not obligation) to receive free samples and information from Crowdtap and you may identify the brands of products and services with which you wish to be involved (your “Brands”). After joining the Platform, you will have access to your Crowdtap account page and should update your profile page and account settings. You must provide complete and accurate registration information to Crowdtap, including on your profile page, and Crowdtap reserves the right to terminate a membership if misleading or intentionally incorrect registration information is provided.
- Actions. As a Member, you may join Crowdtap or Brand crowds based on your interests (“Crowds”) and earn points (“Crowdtap Points”) by participating in polls and missions (together, “Actions”). Crowdtap Points provide the opportunity to receive Crowdtap rewards (“Rewards”), as set forth in more detail in Section 5 below. Please note that you are under no obligation to participate in any Actions. However, if you wish to participate in an Action, you must click on and fully complete the applicable Action to earn the Crowdtap Points associated with such Action. Actions may include, but are not limited to, creating and updating your profile page; reviewing products/samples/services; completing surveys, reviews or polls; joining programs; holding and attending parties or events; and uploading, creating, and/or submitting drawings, sketches, artwork, presentations, writings, photography, videos, films, recordings, digital materials, ideas, concepts, designs, text, plans, comments, enhancements, and/or other materials (collectively, “Content”) to the Services and/or to Brand websites or social media pages (collectively, “Brand Platforms”) and/or to third party websites or social media pages (collectively, “Third Party Platforms”) and/or to your own websites and social media profiles/pages, blogs and other platforms (collectively, “Your Platforms”). Earning Crowdtap Points, Rewards or prizes for special promotions, such as sweepstakes and contests, are subject to the specific terms and conditions and/or official rules of the particular promotion. Available Actions may change from time to time, with or without notice, in Crowdtap’s sole discretion, and will be set forth on your account page or elsewhere on the Site. Crowdtap may change or remove any of the Actions currently recognized, at any time, with or without notice to you. Should you decide to undertake any Action, the Action shall be performed at your own direction, on your own schedule, and you may elect the hours during which you put effort towards the Actions in accordance with Section 14; provided that all Actions must be completed within the time frame set forth in the applicable Action messaging. YOUR PARTICIPATION IN THE PLATFORM AND/OR ANY ACTIONS IS ENTIRELY VOLUNTARY. MEMBERS ARE UNDER NO OBLIGATION TO PARTICIPATE IN ANY ACTIONS AND DO SO AT THEIR OWN DISCRETION. Crowdtap reserves the right to remove a Member from any Action, campaign, task, poll, survey, contest, sweepstakes, or similar activity, at any time for any reason. If you are removed from an Action, you will be notified by a Crowdtap representative.
- Crowdtap Accounts. You may have only one Crowdtap membership account and you must keep all registration information current at all times. Your membership account cannot be used or accessed by multiple persons. Duplicate accounts are subject to cancellation, and all Crowdtap Points or Rewards accumulated in the original and duplicate accounts will be forfeited. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your account information and passwords and will be solely liable for all activities occurring via your account.
- Crowdtap Points and Rewards. As a Member, you are automatically eligible to earn Crowdtap Points toward Rewards. Your Crowdtap Points will determine the Rewards for which you are eligible. The Crowdtap Points available for the successful completion of particular Actions will be shown on your Crowdtap homepage (“Dashboard”) or the relevant Crowd page. Available Crowdtap Points may differ amongst different Actions, different Crowds and different Members. Crowdtap Points have no cash or gift certificate value. Crowdtap Points and Rewards are not considered to be property and, as such, you cannot sell, transfer, or assign your Crowdtap Points or Rewards to any other person, under any circumstances, without Crowdtap’s written permission. You may not transfer or assign to any other person or permit anyone to make use of your membership in the Platform, accumulated Crowdtap Points or Rewards, or privileges or access to the Site, without Crowdtap’s written permission. Crowdtap does not warrant or represent that Members will earn any specific number of Crowdtap Points or Rewards, or that any specific products, prizes or services will be available for redemption.
Crowdtap may, in its sole and absolute discretion, determine the Crowdtap
Points provided to any Member for any activity, or cancel, change, suspend, or modify all or part of the Crowdtap Points and Rewards value structure and offers at any time, without notice. Crowdtap reserves the right at its sole discretion to prohibit any Member from participating in any aspect of the Platform pursuant to Section 13, and any decision Crowdtap makes relating to termination or suspension of any Member’s participation shall be final and binding in all respects.
- Rewards Redemption. Your Crowdtap Points balance will be shown in the “PointsWheel” on your Dashboard. Unless otherwise indicated in applicable contest rules, on your Dashboard and/or the relevant Crowd page, the available Reward at each completion of your PointsWheel will be a $5 gift card. Crowdtap is not in any way responsible for third party gift certificates, gift cards, merchandise or services. Upon Rewards redemption or selection, Crowdtap may send you via email any gift certificates, gift cards or other merchandise that you have won or redeemed. You must have provided Crowdtap a valid email address and connected your
Crowdtap account to a valid Facebook account in order to receive Rewards. Members must activate e-gift cards by clicking on the e-gift card code emailed to address on record and following the instructions provided. Other Rewards redemption methods may be added or substituted in the future in Crowdtap’s sole discretion. Crowdtap reserves the right to change the merchandise, services and gift cards/certificates and other items redeemable for Rewards at its discretion and without notification. Any items received as Rewards or through the redemption of Crowdtap Points may not be exchanged, returned or redeemed for cash value. Crowdtap Points are non-negotiable and may only be redeemed through Crowdtap in exchange for Rewards. Crowdtap makes no representations or warranties, express or implied, with regard to any merchandise or services obtained by Members as Rewards or through the redemption of Crowdtap Points. Only those guarantees, warranties, and representations, if any, offered by the manufacturers of merchandise or suppliers of services may be relied upon by Members.
- Samples. Product samples will be limited to one (1) per household unless otherwise specified. Samples must be used as directed, and may not be resold or used for any commercial purpose. Crowdtap makes no representations or warranties, express or implied, with respect to any samples provided through the Platform.
- Crowdtap and Brand Content. The content, advertisements, information, and other materials of Crowdtap, including the Services, whether partial or otherwise, such as text, graphics, images, logos, trademarks, copyrighted material, button icons, software, surveys, polls and other content (collectively, “Crowdtap Content”) and the compilation (meaning the collection, arrangement and assembly) of all Crowdtap Content, are protected under copyright, trademark and other laws. As between you and Crowdtap, all Crowdtap Content is our exclusive property. Unauthorized use of Crowdtap Content may violate copyright, trademark and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in Crowdtap Content on any permitted copy you make of Crowdtap Content. You shall not copy or adapt the code that Crowdtap creates to generate any Crowdtap Content or the pages making up any Services, which is also protected by Crowdtap’s copyright. You may not (i) sell or modify Crowdtap Content or any trademarks, materials or other content owned or licensed by a Brand (“Brand Content”), (ii) reproduce, display, publicly perform, distribute or otherwise use Crowdtap Content or Brand Content in any way for any public or commercial purpose, unless requested by Crowdtap or the Brand to do so for purposes of the Platform and in accordance with this Agreement, or (iii) use, distribute or make derivative works of any Crowdtap Content or Brand Content for any purpose beyond the scope of the Platform, unless you are given express permission to do so by Crowdtap or the Brand (as applicable). Except as expressly set forth in this Agreement, no license is granted to you and no rights are conveyed by virtue of accessing or using the Site. All rights not granted under this Agreement are reserved by Crowdtap. You shall not retain any copies of the Crowdtap Content or Brand Content without Crowdtap’s or the Brand’s prior written permission.
- Rights To Member Content. By participating in the Platform, you grant to Crowdtap, the Brands, and each of their respective parent companies, subsidiaries, and affiliates, and their respective employees, officers, directors, representatives, agents, licensees, successors and assigns (collectively, “Licensees”), the non-exclusive, irrevocable, royalty-free right and license to use, exhibit, display, broadcast, copy, reproduce, encode, compress, encrypt, incorporate data into, rebroadcast, transmit, record, publicly perform, create derivative works of, distribute and synchronize in timed relation to visual elements, and otherwise exploit, (i) any Content posted, uploaded or otherwise sent by you in connection with the Platform, and/or any portions or excerpts thereof (including, but not limited to, Content posted to the Services, Brand Platforms, Third Party Platforms and/or Your Platforms, or on any other media now known or hereinafter invented), and (ii) your name, user name, image, photograph, voice, biographical material, Twitter and other social media handles and/or other likeness (collectively, “Your Likeness”), in connection with the Content, in any manner, for any purpose whatsoever (including, but not limited to, editorial, educational, advertising, promotion, merchandising, publicity and/or trade, including in connection with Crowdtap, its Brands and/or other Licensees and their respective products or services), an unlimited number of times, in perpetuity, throughout the world, without any additional liability, obligation or additional payment of any kind to you or any third party, in any and all media now known or hereafter devised. The foregoing license includes, but is not limited to, usage on the Internet (on the Services, Brand Platforms, Third Party Platforms and any and all social media websites, e.g., YouTube, Facebook, Twitter, Pinterest, Google+, Instagram, etc.) as well as in other forms of media.
You hereby waive any and all rights that you may be afforded by any applicable statute, law or regulation in any way relating to the foregoing, including but not limited to, any right to inspect or approve any use of the foregoing or the materials in or on which they may appear, any right of privacy or publicity, and any copyright or moral right.
FOR THE SAKE OF CLARITY, YOU UNDERSTAND AND AGREE THAT CROWDTAP AND/OR BRANDS ARE AUTHORIZED TO USE YOUR LIKENESS AND CONTENT ON ANY AND ALL OF THEIR WEBSITES AND/OR SOCIAL MEDIA PAGES AND POSTS, WITHOUT FURTHER PERMISSION OR AUTHORIZATION FROM YOU. THAT BEING SAID, CROWDTAP AND/OR BRANDS MAY REACH OUT TO YOU FROM TIME TO TIME, IN THEIR SOLE AND ABSOLUTE DISCRETION, REGARDING SUCH USAGE, BUT ARE UNDER NO OBLIGATION TO DO SO.
- Member Content. You are solely responsible for all Content that you post through the Services and/or in connection with the Platform and you hereby agree that you will not hold Licensees responsible or liable for any Content provided by you or other Members in connection with the Platform. If Content depicts any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to us.
You represent and warrant that any Content that you submit or post in connection with the Platform: (i) shall be original to you and created solely by you, or that you have been given permission by the owner of the Content to post it; (ii) does not violate or infringe upon the intellectual property or any other rights of any other person or entity, including without limitation copyright, trademark, trade secret, patent, and the right of privacy and publicity; and (iii) does not violate this Agreement, including Section 11 below regarding Prohibited Conduct. You further represent and warrant that use of Content by Licensees in any manner, media or venue whatsoever, including, without limitation, for purposes of advertising and promotion of Brand products and services, shall not violate any third party rights nor violate any law or regulation.
- Prohibited Conduct. We expect all of our Members to be respectful of other people. Engaging in any of the following conduct (“Prohibited Conduct”) while you are a Member of the Platform may result in termination of your membership, as determined by Crowdtap in its sole and absolute discretion. In addition, we reserve the right to investigate and take appropriate legal action against any Member who violates this Section in our sole discretion. Prohibited Conduct includes, but is not limited to, any Content or activity which:
- infringes or violates another party’s intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Services), including, without limitation, copyright, trademark, trade secret, patent, and the right of privacy and publicity;
- incites, advocates, or expresses pornography, nudity, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence;
- misrepresents the source of anything you post, including impersonation of another individual or entity;
- provides or creates links to external websites that violate Section 11 or 12 of this Agreement;
- is intended to harm or exploit minors in any way;
- is designed to solicit or collect personally identifiable information of anyone under 13 years old, including, but not limited to name, email address, home address, phone number, or school name;
- invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their knowledge and willing consent;
- is illegal or violates any local and national laws that apply to your location, including but not limited to child pornography, illegal drugs, copyright material and intellectual property not belonging to you;
- threatens, stalks, defames, defrauds, degrades, disparages, victimizes or intimidates an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or is intended to incite or encourage anyone else to do so;
- intends to harm or disrupt another user’s computer or allows others to illegally access software or bypass security on websites or servers, including but not limited to spamming or impersonation of another individual or entity;
- attempts to impersonate a Crowdtap or Brand employee, agent, manager or host, another Member or any other person through any means;
- is inaccurate, false or misleading in any way;
- is inappropriate or inconsistent with the standards of any Brand to which it relates;
- is unrelated to the subject
matter or topic of the area in which it is posted;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- contains any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or
- in the sole judgment of
Crowdtap, is objectionable, restricts or inhibits any other person’s use of the
Site, or may expose Crowdtap or other Members to any harm or liability of any
Crowdtap is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion. We will make all determinations as to what Content is appropriate in our sole discretion. If Content is posted to any of our Services, we may edit or remove any Content at any time with or without notice.
- Legal Compliance. You agree to comply with all Crowd-specific requirements and all federal, state, local and foreign laws, rules, regulations and court orders that are applicable to your participation in the Platform or use of the Services. These include, without limitation, the Children’s Online Privacy Protection Act (16 C.F.R. § 312) (“COPPA”), the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Endorsement Guides”), the FTC’s .com Disclosures and the Code of Ethics set forth by the Word of Mouth Marketing Association (“WOMMA Code of Ethics”) as it relates to representatives. Further information about Crowdtap’s disclosure requirements can be found in the Crowdtap Disclosure Guidelines. Crowdtap reserves the right, in its sole and absolute discretion, to monitor Members’ compliance with the Crowdtap Disclosure Guidelines, any other Crowdtap requirements and all applicable laws and to suspend, modify and/or terminate the membership of any Member who fails to comply with the same, in our sole and absolute discretion. You agree to cooperate with Crowdtap and Brands in removing or modifying any inappropriate content relating to Crowdtap, any Brand or their respective products from your social pages or any other media over which you have control.
- Termination. Crowdtap may terminate your membership or suspend your access to all or part of the Services for any reason, at any time, in its sole discretion, including the cancellation of some or all of your accumulated Crowdtap Points and/or Rewards for any or no reason, including, without limitation, breach of this Agreement or taking actions that are inconsistent with the intent of this Agreement. Crowdtap shall be the sole determiner in cases of suspected abuse, fraud or breach of this Agreement or intent of this Agreement. If Crowdtap terminates your membership in the Platform because you have breached this Agreement or taken actions that are inconsistent with the intent of this Agreement, you will not be entitled to any previously accumulated Crowdtap Points or Rewards. Crowdtap reserves the right to suspend and/or cancel your membership or any account you may have, permanently expel you from the Platform and/or put a “hold” on, revoke and/or delete Crowdtap Points or Rewards from your account, if Crowdtap determines, in its sole and absolute discretion, that you: (a) abused the privileges of the Platform; (b) breached this Agreement; (c) made a misrepresentation, including, without limitation, submitting false or fictitious Personal Information; (d) received merchandise that will be used for resale or commercial use and/or any unauthorized commercial purpose; (e) obtained Crowdtap Points or Rewards as a result of any fraudulent, dishonest, misleading, unfair, illegitimate or illegal act, or were otherwise improperly credited Crowdtap Points or Rewards; or (f) failed to meet the requirements established for the Platform or
for Actions by Crowdtap. Crowdtap reserves the right, in its sole discretion, to pursue all of its legal remedies, including, but not limited to, cancellation of your account, profile and/or some or all of your accumulated Crowdtap Points or Rewards, and the immediate termination of your membership and use of the Services, upon any breach by you of the terms of this Agreement. Any decision Crowdtap makes relating to cancellation, termination or suspension of any Member’s account and membership (including the cancellation of Crowdtap Points and Rewards) shall be final and binding. You may terminate your membership at any time for any reason by following the “Delete My Account” instructions in the “My Account” area of the Site and such termination will be effective immediately. Crowdtap will not be liable to you or any third party for termination of the Platform. All of your Crowdtap Points and Rewards will be forfeited upon termination. Even after your membership is terminated, this Agreement will remain in full force and effect.
- Independent Contractor Status. You and Crowdtap acknowledge and agree that your relationship with Crowdtap under this Agreement shall be that of an independent contractor. As an independent contractor, you shall not receive nor be entitled to a salary or other wages or any other benefits or privileges that Crowdtap provides to its employees. Nothing in this Agreement shall be construed or considered to create a relationship of employer and employee, principal and agent, partner, joint venturer or any other relationship other than that of an independent contractor between the parties hereto. Accordingly, you and Crowdtap agree that:
- You will be treated as an independent contractor with respect to your role as a Member of the Platform for all purposes, including, federal, state, and local tax purposes. Accordingly, Crowdtap shall not withhold or pay on your behalf any amounts relating to federal, state or local income taxes, unemployment compensation, workers’ compensation, social security or other taxes or assessments.
- If requested to do so, you shall supply your social security number to us for proper reporting of compensation to the Internal Revenue Service.
- You will never be asked to perform tasks, duties, or otherwise, which will render your services to be that of an employee. The following outlines your terms of engagement as a Member of the Platform:
- No employees or agents of Crowdtap or Brands have the right to engage you in any way other than as specified herein in connection with any Actions you perform in connection with the Platform. If you feel that your independent contractor status has been in any way violated or modified, please cease all work and activities being performed for Crowdtap and promptly contact us for further direction.
- You will not be provided great detail or strict guidelines about how to complete Actions. You will rely on your own expertise to accomplish all necessary tasks within the parameters and objectives stated for each Action, although best practices and background knowledge may be shared with you to increase your chance of success. You may be given direction as to the results to be accomplished by the Actions, but not as to the details and means by which the results are accomplished.
- You will be rewarded on a per-Action or per-completion basis.
- You will be responsible for providing all tools necessary to complete any Actions, including a computer, Internet access and cell phone, unless directed otherwise.
- Taxes. You acknowledge that you shall be solely responsible for the reporting and payment of all federal, state and local income taxes, social security taxes, federal and state self-employment taxes, and other governmental obligations resulting from the receipt of compensation under this Agreement and Crowdtap shall not withhold or pay any amounts for such obligations. In accordance with current law, if Crowdtap is required to file with the Internal Revenue Service a Form 1099-MISC, U.S. Information Return for Recipients of Miscellaneous Income, reflecting the gross annual compensation paid by Crowdtap to you (including the value of any Rewards received) net of any reimbursed expenses incurred by you on behalf of Crowdtap pursuant to this Agreement, then you will be required to complete and submit a Form W-9 through the Site or via email. Should Crowdtap or any Brand be required to issue you a Form 1099, the total amount of compensation reported will include the total value of all merchandise or services received in exchange for Rewards or prizes won in connection with any sweepstakes or contest and any other source required by IRS guidelines. You hereby indemnify and hold Crowdtap and Brands harmless from any liability for any taxes, penalties or interest that may be assessed by any taxing authority with respect to compensation received by you as a Member.
- Member Liability. Crowdtap is only a venue and Crowdtap does not screen or censor the profiles or Content of Members. Crowdtap generally does not control the submitted Content or information provided by Members that is made available through the Platform. As a result, Crowdtap has no control over the truth or accuracy of the information submitted by Members. Crowdtap makes no representations about the accuracy, reliability, completeness or timeliness of any profile or Content of Members. Crowdtap and Brands do not endorse any specific claims made by Members and are not responsible for the accuracy of these claims. In addition, note that there are risks, including, but not limited to, the risk of physical harm, from dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other Members with whom you come in contact through Crowdtap. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using the Platform and/or the Services.
Because Member authentication on the Internet is difficult, Crowdtap cannot and does not confirm that each Member is who he or she claims to be. Because we do not and cannot be involved in Member-to-Member dealings or control the behavior of participants on any Services, in the event that you have a dispute with one or more Members, you release the Released Parties (defined below) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You are solely responsible for your interactions with other Members. Crowdtap reserves the right, but has no obligation, to monitor disputes between you and other Members.
- Release. You hereby agree to release Crowdtap, all Brands, and their respective parent companies, subsidiaries, affiliates, officers, directors, investors, employees, agents, partners, and their respective successors and assigns (collectively, “Released Parties”) from any and all claims, counterclaims, suits, demands, actions, causes of action, damages, setoffs, liens, attachments, debts, expenses, judgments, losses or other liabilities of whatever kind or nature as they are incurred or threatened (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees) (collectively, “Claims”), including property damage, death, and personal injury arising or resulting from, in whole or in part, directly or indirectly, (a) your use of the Services or membership or participation in the Platform, including, but not limited to, the performance of any Actions, (b) possession, acceptance and/or use or misuse of any Reward and/or any Brand products or samples, (c) your use of the Site and any Services and/or (d) your Content, including, but not limited, to any claims involving copyright, trademark, trade secret, patent, and the right of privacy and publicity. Further, the Released Parties are not responsible for technical, hardware, software, telephone or other communications malfunctions, errors or failures of any kind, lost or unavailable network connections, website, Internet, or ISP availability, unauthorized human intervention, traffic congestion, incomplete or inaccurate capture of information related to Actions (regardless of cause) or failed, incomplete, garbled, jumbled or delayed computer transmissions, including any injury or damage to participant’s or any other person’s computer relating to or resulting from participating in the Platform.
- Indemnification. You agree to indemnify, hold harmless and defend the Released Parties against any and all Claims arising from or in connection with the following, without limitation: (a) a breach by you of this Agreement or any obligation or covenant in this Agreement, including your representations and warranties set forth above; (b) a violation of any law, rule, regulation, or authority by you in connection with the performance of this Agreement, your use of the Services or your involvement in the Platform; (c) any negligent, reckless or intentional acts or omissions committed by you in connection with the entry into or performance of this Agreement, your use of the Service or your involvement in the Platform; (d) your Content or any other materials that you have provided in connection with the Platform, including Claims that your Content infringes the patent, copyright, trademark, trade secret or other intellectual property or other rights of any third party, including, but not limited to claims of libel, false advertisement, slander, defamation, copyright infringement, infringement of moral rights, trademark infringement, false designation of origin, disparagement, violation of privacy, publicity, identity or other proprietary rights, piracy or plagiarism; (e) your use of the Services or your involvement in the Platform; or (f) any assertion that you are not an independent contractor with respect to any of the Released Parties. Notwithstanding the foregoing, you shall not enter into any settlement that materially adversely affects our rights or interests without our prior approval, and we shall have the right, in our sole discretion, to participate in the defense at our own expense with a counsel of our choosing.
- Limitation of Liability. IN NO EVENT WILL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SERVICES, CROWDTAP CONTENT AND/OR BRAND CONTENT, DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM ANY WEBSITES ASSOCIATED WITH CROWDTAP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, THE SERVICES, CROWDTAP CONTENT AND BRAND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF WE ARE OTHERWISE FOUND TO BE LIABLE TO YOU IN ANY MANNER, THEN OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE, OR OTHERWISE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
- Confidentiality. You acknowledge that during your participation in the Platform, you may have access to and become acquainted with various trade secrets, data, inventions, innovations, processes, information, records and specifications (“Confidential Information”) owned or licensed by Crowdtap and/or used by Crowdtap in connection with the operation of its business including, without limitation, Crowdtap’s business and product processes, methods, customer lists, accounts and procedures. Further, you acknowledge that during your participation in the Platform, you may have access to and become acquainted with Confidential Information owned or licensed by Brands. You agree that you will not disclose any of the aforesaid Confidential Information, directly or indirectly, or use it in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of your participation in the Platform. Upon the expiration or earlier termination of this Agreement, or whenever requested by Crowdtap, you shall immediately deliver to Crowdtap any Confidential Information in your possession or under your control.
- Contact with Members. Crowdtap has the right, but not the obligation, to periodically contact Members with information, updates, and special offers via email. If there are any inaccuracies in such correspondences, Crowdtap will not be held responsible.
- Right to Offer Opportunities to Select Members. Opportunities to join Crowds or participate in certain Actions will be offered to Members based on various demographic and psychographic parameters, as well as previous performance and/or certain scores determined by Crowdtap. If you qualify for a Crowd or an Action, you will have the ability to join it by selecting it from your account on the Site, and following the instructions provided. You may also be contacted directly via email, direct message, or SMS when a Crowd or Action is launched.
- Comments, Complaints and Questions. We welcome your feedback about the Platform. However, any comments, ideas, notes, messages, suggestions or other communications sent to us shall be and remain the exclusive property of Crowdtap, and we may use all such communications in any manner, including reproducing, disclosing and publishing such communications, all without compensation to you. Should you have any questions or complaints regarding these terms and conditions, please feel free to contact us at email@example.com.
- Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to the Platform or this Agreement shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
- Miscellaneous. This Agreement constitutes the entire understanding between Crowdtap and each Member enrolled and participating in the Platform. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under this Agreement.
CROWDTAP DISCLOSURE GUIDELINES
Crowdtap and its brand clients (“Brands”) believe in full, fair and effective disclosures of material facts relating to your relationship with Crowdtap and/or Brands in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf and the Code of Ethics set forth by the Word of Mouth Marketing Association (http://www.womma.org/ethics/womma-code-of-ethics). As such, we require that all Members adhere to the following guidelines (the “Guidelines”) when publishing Content about Crowdtap, Brands and/or any of their respective products or services.
A. Disclose Your Connection to Crowdtap and Brands: When discussing Crowdtap or Brands or any of their respective products or services, you must clearly disclose your relationship with Crowdtap and Brands.
All “material connections” must be disclosed. Such “material connections” may be defined as any connection between you and Crowdtap or a Brand that could affect the credibility consumers give to your statements. Important examples of “material connections” include consideration (benefits or incentives such as monetary compensation, loaner or free products or services, in-kind gifts, rewards points, sweepstakes/contest entries or special access privileges) that you receive.
B. Maintain Clear and Prominent Disclosure: This disclosure should be made in close proximity to any statements you make about Crowdtap, Brands and/or their respective products or services. This fact should be disclosed regardless of space limitations of the medium and it should be clear and prominent enough for consumers to view it when they are reading your posts. Please see the FTC’s “.com Disclosures: How to Make Effective Disclosures in Digital Advertising”, located at http://www.ftc.gov/opa/2013/03/dotcom.shtm, or WOMMA Social Media Disclosure Guide for specific disclosure recommendation, located at http://www.womma.org/ethics/sm-disclosure-guide. For example, despite the space limitations of Twitter, the FTC still requires that material connections be disclosed in the tweet itself (e.g., by inclusion of wording such as #sponsored)..
C. Give Your Honest and Truthful Opinions: Your statements should always reflect your honest and truthful opinions and actual experiences. If a statement is not your opinion, but rather something that Crowdtap or a Brand has asked you to say, this fact should be made clear to readers.
D. Only Make Factual Statements That Are Truthful and Can Be Verified: Only make a factual statement about Crowdtap, Brands or their respective products or services which you know for certain are true and can be verified. For example, do not make statements about the performance of a product unless you have support for such claims. Remember that even if you do not expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages.
E. Respect Intellectual Property Rights: Intellectual property is the group of legal rights to things people create or invent. Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone’s name, likeness or voice. Examples are photographs, video, music, trademarks/logos, personal names/likenesses, writings, etc. Do not post any content that infringes the intellectual property rights of any third party.
F. Comply with Other Policies and Laws: You should comply with the terms, conditions, guidelines and policies of any service that you use and all applicable laws. For instance, if a service says it may not be used for commercial purposes, then you should not promote Crowdtap, any Brand or their respective products or services on such a site.
Crowdtap reserves the right to monitor your compliance with these Guidelines and to terminate your relationship with Crowdtap in the event of any violations. You agree to promptly remove any postings that violate these Guidelines or that Crowdtap reasonably determines could expose Crowdtap or Brands to liability. You acknowledge that, notwithstanding these Guidelines, it is your obligation to comply with all applicable laws.
(Last updated June 21, 2016)