Crowdtap Terms of Service Agreement

Crowdtap is delighted that you have decided to learn more about becoming a "Member" of Crowdtap (for purposes of this Agreement, "You", "Yourself" or "Your" means the person who registers for the Service, wishes to become a Member of Crowdtap, accepts the terms and conditions of this Agreement and whose application for membership of the Service is accepted by Crowdtap). IF YOU DO NOT AGREE TO THIS AGREEMENT YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE.

The Crowdtap service is operated by Crowdtap, Inc ("Crowdtap" or the "Company"). By using the Crowdtap website (the "Crowdtap Website" or “Site”), You agree to be bound by these terms of service (this "Agreement"). If You wish to become a Member and make use of the Crowdtap service (the "Service"), please read this Agreement and indicate Your acceptance of them by following the instructions on the "Sign Up" page of the Crowdtap Website. This Agreement sets out the legally binding terms of Your use of the Crowdtap Website and Your membership in the Service. We reserve the right, in our sole and absolute discretion, at any time, for any reason whatsoever, with or without notice, to terminate, suspend or modify the Services or this Agreement. Such modifications to be effective upon posting by Crowdtap on the Crowdtap Website. This Agreement includes Crowdtap’s acceptable use policy for content posted on the Crowdtap Website, Crowdtap’s Privacy Policy, and any notices regarding the Crowdtap Website.

1. Authorized Use of Site. The Crowdtap Website is provided for your personal and non-commercial use and for informational purposes only. Any other use of the Crowdtap requires the prior written consent of Crowdtap. You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Crowdtap Website. Further, you may not use any such automated means to manipulate the Crowdtap Website, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Crowdtap Website or any other user's use of the Crowdtap Website, including, without limitation, via means of overloading, “flooding”, “mail-bombing” or “crashing” the Crowdtap Website, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under this Agreement. You may not resell use of, or access to, the Crowdtap Website to any third party without our prior written consent.

2. Registration and Passwords. In order to access certain services on the Crowdtap Website, you will be required to provide specific information. 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 access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords.

3. Crowdtap and Client Content. The contents, advertisements, information and other materials of Crowdtap and the Crowdtap Website, and of all other websites under Crowdtap's control, whether partial or otherwise, such as text, graphics, images, logos, trademarks, copyrighted material, button icons, software 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 Crowdtap's exclusive property. Unauthorized use of Crowdtap Content may violate copyright, trademark, and other laws. You must retain all copyright, trademark, servicemark 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 Crowdtap Site (defined below), which is also protected by Crowdtap’s copyright.

The contents, advertisements, information and other materials of any Crowdtap client (“Client”) or Client’s Website, and of all other websites under Client’s control, whether partial or otherwise, such as text, graphics, images, logos, trademarks, copyrighted material, button icons, software and other content (collectively, “Client Content”) and the compilation (meaning the collection, arrangement and assembly) of all Client Content, are protected by copyright, trademark and other laws. As between You and Client, all Client Content is Client’s exclusive property. Unauthorized use of Client Content may violate copyright, trademark, and other laws. You must retain all copyright, trademark, servicemark and other proprietary notices contained in Client Content on any permitted copy You make of Client Content.

You may not sell or modify Crowdtap Content or Client Content or reproduce, display, publicly perform, distribute, or otherwise use Crowdtap Content or Client Content in any way for any public or commercial purpose, unless previously approved in writing by Crowdtap or Client (as applicable). The use of Crowdtap Content or Client Content on any other website for any purpose is prohibited. For sake of clarity, you are not permitted to use any Crowdtap Content or Client Content unless you are given express permission to do so by Crowdtap or Client.

Crowdtap and its clients do not endorse any specific claims made by its members and are not responsible for the accuracy of these claims.

By using the Crowdtap Website, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. 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 Crowdtap Website. All rights not granted under this Agreement are reserved by Crowdtap.

4. Rights to Content Posted by Members. Unless otherwise specified, You may only post Content to the Site if you are a resident of the United States and are thirteen (13) years of age or older, provided that should you be less than eighteen (18) years old, your parents or legal guardian have agreed to the terms of this Agreement on your behalf. You may only post Content that you created or which the owner of the Content has given you permission to post. 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 Crowdtap. You may not post or distribute Content that is illegal or that violates this Agreement. By posting or distributing Content to the Site, you represent and warrant that (a) you own all the rights to the Content or are authorized to use and distribute the Content to the Site and (b) the Content does not and will not infringe any copyright, right of publicity, or any other third-party right nor violate any law or regulation.

By publishing, displaying, or uploading any text, links, photos, video, messages, or other data or information (personal or otherwise) (collectively “Submitted Content”) on or to the Crowdtap Website (including on or to Your profile), You automatically grant, and You represent and warrant that You have the right to grant to Crowdtap an irrevocable, perpetual, non-exclusive, fully paid and royalty-free (meaning that Crowdtap is not required to pay You for the use of the Service or the Submitted Content You post) worldwide license to use, copy, perform, display and distribute such Submitted Content and to prepare derivative works of, or incorporate into other works, such Submitted Content, and to grant and authorize sublicenses of the foregoing. You further grant to Crowdtap the authority to publicly post Your Submitted Content on or to the Crowdtap Website, and You represent and warrant that the public posting and use of Your Submitted Content by Crowdtap will not infringe or violate Your rights of those of any third party.

5. Eligibility. You must be 13 years of age or older to join the Service or visit or use the Crowdtap Website in any manner. If you are over 13 years of age and under 18 years of age, you must have permission from your parent or legal guardian to join the Service and accept these Terms. Crowdtap has the right, in its sole discretion, to request parental/legal guardian consent forms at any time from any minors who are under 18 years of age. Minors who are under 18 years of age (but over 13 years of age) may be prohibited from participating in certain activities or events and parental/legal guardian consent may be required in order for minors to participate in other activities or events. By visiting the Crowdtap Website and accepting the terms of this Agreement, You represent and warrant to Crowdtap that You are 13 years of age or older (if over 13 but under 18 that you have permission from parent or legal guardian to visit the Crowdtap Website and accept the terms of this Agreement), that You have the right, authority and capacity to agree to and abide by the terms of this Agreement, and that You will use Crowdtap and the Crowdtap Website solely for Your personal, noncommercial use, in a manner consistent with any and all applicable laws and regulations.

6. Security Rules. You shall not violate or attempt to violate the security of the Crowdtap Website, and any other such websites, which are sometimes collectively referred to as a “Crowdtap Site,” and collectively referred to as the “Crowdtap Sites,” including without limitation, (a) accessing data not intended for Member or logging into a server (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures or using any device, software, or routine to interfere or attempt to interfere with the proper working of any Crowdtap Site or any activity being conducted on any Crowdtap Site, (c) attempting to interfere with the availability of any Crowdtap Site to any representative, host or network, including, without limitation, via means of submitting a virus to any Crowdtap Site, overloading, “flooding”, “spamming”, “mailbombing” or “crashing” any Crowdtap Site, (d) utilizing any Crowdtap Site for the advertising of products or services, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (f) using a password or access code not issued to the Member. Violations of system or network security may result in civil or criminal liability. Crowdtap will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in identifying, investigating and/or prosecuting Members who are involved in such violations.

7. Term and Termination. This Agreement will remain in full force and effect while You use the Crowdtap Website and/or are a Member. You may terminate Your membership at any time, for any reason by following the instructions on the “Account Settings” page of the Crowdtap Website. Even after Your membership is terminated, this Agreement will remain in full force and effect.

Crowdtap may terminate Your membership for any reason, at any time. Crowdtap may, in its sole discretion, terminate or suspend any Member’s access to all or part of the Service including the cancellation of some or all of the Member’s accumulated “Crowdtap Rewards” (defined below) 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 Service 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 reward points (“Crowdtap Points”). Crowdtap Reward Points are hereinafter defined as “Crowdtap Rewards".

Crowdtap reserves the right to suspend and/or cancel your membership in this Service or any account you may have, permanently expel you from the Service and/or put a “hold” on, not credit, revoke and/or delete Crowdtap Rewards from your Account, if Crowdtap determines, in its sole and absolute discretion, that you: (a) abused the Service’s privileges; (b) breached this Agreement; (c) made a misrepresentation, including without limitation, submitting false or fictitious Personal Information; (d) purchased merchandise that will be used for resale or commercial use; and/or (e) obtained Crowdtap Rewards as a result of any fraudulent, dishonest, misleading or illegal act, or were otherwise improperly credited Crowdtap Rewards.

Crowdtap reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, cancelation of Your account, profile, Submitted Content from the Crowdtap Website, and/or some or all of Your accumulated Crowdtap Rewards, and the immediate termination of Crowdtap Services and the services of other Crowdtap Sites to You, upon any breach by You of the terms of this Agreement or if the Crowdtap is unable to verify or authenticate any information You submit to Crowdtap or any other Crowdtap Site. Any decision Crowdtap makes relating to cancellation, termination or suspension of any Member’s account and membership (including the cancellation of Crowdtap Rewards) shall be final and binding.

Crowdtap may also terminate any Member’s account in its sole discretion if a Member has been inactive for a period of eighteen (18) months. A Member will be defined as inactive based upon Member’s failure to login to the Site. When a Member’s account has been terminated, all Crowdtap Rewards earned shall be forfeited.

You may terminate your membership in the Service at any time and effective immediately. Crowdtap will not be liable to you or any third party for termination of the Service or Site. You may terminate your membership by contacting us or by using the “terminate membership” function if available. All of your Crowtap Rewards will be forfeited upon termination.

8. Privacy. Use of the Crowdtap Website and/or the Service is also governed by our privacy policy.

9. Independent Contractor Status. Crowdtap and You acknowledge and agree that Your relationship with Crowdtap under this Agreement shall be that of an independent contractor, and You shall hold Yourself out to be an independent contractor of Crowdtap, and You shall at no time represent to any third party that You are an employee of Crowdtap. As an independent contractor, You shall not receive nor be entitled to a salary or any other benefits or privileges 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, Crowdtap and You agree that:

a) You will be treated as an independent contractor with respect to Your role as a Member of Crowdtap under this Agreement for all purposes, including, federal, state, and local tax purposes and for all other purposes. Accordingly, Crowdtap shall not withhold or pay over on behalf of You any amounts relating to federal, state or local income taxes, unemployment compensation, workers compensation, social security or other taxes or assessments.

b) If requested to do so, You shall supply Your social security number to Crowdtap for proper reporting of compensation to the Internal Revenue Service.

c) If Crowdtap is required to file a Form 1099, which shall report the compensation received by You for serving as a Member of Crowdtap pursuant to this Agreement, then you will be required to complete and submit a Form W-9 through the Crowdtap Website. You acknowledge that You shall be solely responsible for the reporting and payment of all federal, state and local income taxes, social security taxes, all federal and state self-employment taxes, and other governmental obligations resulting from the receipt of compensation under this Agreement. You hereby indemnify and save harmless Crowdtap 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.

10. Independent Contractor Engagement. Your engagement with Crowdtap Inc shall be one that is fully understood and acknowledged by both parties to be that of an independent contractor. 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 with Crowdtap Inc. No employees, agents or clients of Crowdtap Inc have the right to engage you in any way otherwise than the specific terms detailed below in connection with the work you perform for Crowdtap. If you feel that your status of an independent contractor has been in any way violated or modified, please cease all work and activities being performed for Crowdtap Inc and take no further action for Crowdtap Inc and instead promptly contact Crowdtap for further direction. The terms dictated by your Independent Contractor status with Crowdtap Inc are as follows:

a) You will not be provided great detail or strict guidelines about how to provide your service offering. You will rely on your own expertise to accomplish all necessary tasks within the parameters and objectives stated for each task, although best practices and background knowledge may be shared with you to increase your chance of success.

b) You will have a defined relationship for each particular task you choose and are eligible to participate in others during your term.

c) You may perform tasks at your own discretion on your own schedule in the order you wish, and you may elect the hours during which you put effort against the tasks.

d) You will be rewarded on a per task or per completion basis.

e) You will be responsible for providing all tools necessary to complete your tasks including a computer, Internet access, and cell phones unless directed otherwise.

f) We have no right to exercise any control whatsoever on your daily activities.

11. Copyrights and Trademarks. All materials included on the Crowdtap Sites including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the intellectual property of Crowdtap or its clients, unless otherwise noted or attributed. Crowdtap, Crowdtap Rewards, and the Crowdtap logo are trademarks and service marks of Crowdtap Inc. Text excerpts, diagrams, logos or other information may be quoted within the content of the Crowdtap Sites, and the respective copyright holders retain their rights to this material. You may download, view, email, copy and print documents and graphics incorporated in the documents from the Crowdtap Sites subject to the following: (1) the documents may be used solely for involvement in campaigns or personal, informational, non-commercial purposes; and (2) the documents may not be modified or altered in any way. Except as expressly provided herein, You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, distribute, modify, remove or create derivative works of any information from the Crowdtap Sites in whole or in part without the prior written permission of Crowdtap.

12. Taxes. All taxes applicable to any Crowdtap Rewards provided by Crowdtap to You under this Agreement will be Your liability and Crowdtap shall not withhold or pay any amounts for federal, state or municipal income tax, social security, unemployment or worker’s compensation. 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, 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 Crowdtap Website.

13. Crowdtap’s Liability. Crowdtap is only a venue and Crowdtap does not screen or censor the profiles or Submitted Content of Members. We generally do not control the Submitted Content or information provided by Members that is made available through Crowdtap. As a result, the 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 Submitted Content of Members. In addition, note that there are risks, including, but not limited to, the risk of physical harm, of 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 Crowdtap and/or the Crowdtap Sites.

Because Member authentication on the Internet is difficult, Crowdtap cannot and does not confirm that each Member is who they claim to be. Because we do not and cannot be involved in Member-to-Member dealings or control the behavior of participants on any Crowdtap Site, in the event that You have a dispute with one or more Members, You release the Crowdtap (and our agents and employees) 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 entirely responsible for maintaining the confidentiality of Your password and account information. Furthermore, You are entirely responsible for any and all activities that occur under Your account.

14. Disclaimer of Consequential Damages. IN NO EVENT SHALL CROWDTAP, ITS CLIENTS, SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY CROWDTAP SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY CROWDTAP SITE AND CROWDTAP CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE CROWDTAP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Limitation of Liability. Crowdtap, its Clients, and their respective parent companies, subsidiaries, affiliates, directors, officers, investors, managers, employees, and agents shall not be liable for any damages, special, consequential, or otherwise, arising out of, or in any way connected with Your use of the Crowdtap Service or participation in its Programs, the use of information provided by You under the Programs, or the merchandise or services obtained by You through the redemption of Crowdtap Rewards under the Service.

CROWDTAP’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY CROWDTAP SITE OR YOUR USE OF CROWDTAP, OR THE CROWDTAP CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED (I) THE AMOUNT PAID BY YOU FOR YOUR USE OF THE SITE DURING THE PRIOR TWELVE (12) MONTHS OR (II) TEN DOLLARS ($10). SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, AND AS SUCH THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, CROWDTAP, ITS CLIENTS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, LLC MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. FURTHER, UNDER NO CIRCUMSTANCES SHALL CROWDTAP BE LIABLE FOR ANY ACTIONS WHATSOEVER BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICE OR INVOLVEMENT IN A PROGRAM OR TASK. MEMBERS ARE NOT EMPLOYEES OF CROWDTAP, AND CROWDTAP, WHILE CREATING, TRACKING AND MANAGING THE NETWORK IN WHICH CROWDTAP’S CLIENTS AND MEMBERS ARE UNITED, SOLELY FACILITATES THE ENGAGEMENT OF MEMBERS BY ITS CLIENTS AND AS SUCH DOES NOT AND CANNOT CONTROL, MONITOR, SUPERVISE OR REGULATE THE ACTIONS OF MEMBERS.

16. Confidentiality. You are responsible for maintaining the confidentiality and all uses of Your account, and password whether or not authorized by You. You agree to immediately notify the Crowdtap of any unauthorized use of Your account, and password. Further, You acknowledge that during Your engagement with Crowdtap, You will 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 engagement with Crowdtap, You will have access to and become acquainted with Confidential Information owned or licensed by clients of Crowdtap. You agree that You will not disclose any of the aforesaid Confidential Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of Your engagement with Crowdtap. All Crowdtap Content, and all similar items relating to the business of Crowdtap, shall remain the exclusive property of Crowdtap. You shall not retain any copies of the foregoing without Crowdtap’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by Crowdtap, You shall immediately deliver to Crowdtap any and all such files, records, documents, specifications, information, and other items in Your possession or under Your control. You further agree that You will not disclose Your retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of Crowdtap and shall at all times preserve the confidential nature of Your relationship to Crowdtap and of the services hereunder.

17. Member Disputes. You are solely responsible for Your interactions with other Crowdtap Members. Crowdtap reserves the right, but has no obligation, to monitor disputes between You and other Members.

18. Member Submission. Any personally identifiable information we may collect from You shall be governed by our Privacy Policy (“Your Personal Information”). Any other material, information or other communication You transmit, upload or post to the Crowdtap Website (“Crowdtap Reports”) will be considered non-confidential and non-proprietary. Crowdtap will have no obligations with respect to the Crowdtap Reports. Crowdtap, its Clients and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Crowdtap Reports and all data, images, sounds, text, and other things embodied therein for any and all commercial or noncommercial purposes.

19. Right To Be Removed From Programs. Crowdtap reserves the right to remove a Member from any campaign, program, task, activity, action, poll, survey, contest, sweepstakes, or the like, coordinated by Crowdtap (each a “Program”) at any time for any reason. If You are removed from a Program, You will be notified by a Crowdtap representative.

20. 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.

21. Data Collection. A variety of types of Programs are available on the Crowdtap Website for Members, sponsored by Crowdtap, its clients, merchants, and/or strategic partners. You will not be required to participate in a specific Program in order to use the site or access Your account. You may be qualified to receive Crowdtap Rewards for certain Programs or activities in which You participate. Crowdtap uses the data collected from these activities to assist it and its merchants, clients and strategic partners to provide You better services and products. Certain personally identifiable information might be provided to clients, merchants, or strategic partners, with your consent or as otherwise allowed by our Privacy Policy. Certain polls, surveys or other feedback Programs will be marked as “confidential” and, if so marked, your personal information will not be shared with the Client sponsoring that Program.

22. Right to Offer Programs to Select Members. Programs will be offered to Members based on various demographic and psychographic parameters, as well as previous performance and/or certain scores determine by Crowdtap. If You qualify for a Program, You, as a Member, will have the ability to join the Program by selecting it from Your Home Page on the Crowdtap Website, and following the instructions provided. You may also be contacted directly via email, direct message, or SMS when a Program is launched.

23. Indemnification. You agree to indemnify, hold harmless and defend Crowdtap, its Clients, parent company, subsidiaries, affiliates, officers, directors, employees, agents, partners, and their respective successors and assigns against 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), arising from or out of 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 Service or Your involvement in a Program;

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 a Program;

d) A claim against You that the Service or a Program infringes the patent, copyright, trademark, trade secret or other intellectual property rights of any third party; or

e) A claim 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, violation of patent or shop rights, piracy or plagiarism that arises in connection with Your performance under this Agreement, Your use of the Service or Your involvement in a Program.

f) Further, Crowdtap shall provide You with: (a) prompt written notice of such claim or action; (b) sole control and authority over the defense or settlement of such claim or action (except that You shall not enter into any settlement that materially adversely affects Crowdtap’s rights or interests without Crowdtap’s prior approval); and (c) proper and full information and reasonable assistance, provided at Your sole expense, in connection with the defense or settlement of any such claim or action. Notwithstanding the foregoing, Crowdtap shall have the right, in its sole discretion, to participate in the defense at its own expense with a counsel of its choosing.

24. Comments, Complaints and Questions. We welcome Your feedback about the Crowdtap Website. However, any comments, ideas, notes, messages, suggestions or other communications sent to the Crowdtap Website 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.

25. Legal Compliance and Applicable Law. You agree to comply with all federal, state, local and foreign laws, rules, regulations and court orders that are applicable to Your use of the Crowdtap Website, and not to use the Crowdtap Website site for any purpose that is contrary to any such laws, rules, regulations or orders. All matters relating to Your access to, and use of, the Crowdtap Website or any services provided by Crowdtap shall be governed by U.S. federal law or the laws of The State of New York. Any legal action or proceeding relating to Your access to, or use of, the Crowdtap Website shall be instituted in a state or federal court in New York County, New York. You and Crowdtap agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

26. Crowdtap’s Code of Conduct. Crowdtap requires that all Members abide by the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”) and Standards of Conduct set forth by the Word of Mouth Marketing Association (http://womma.org/ethics/code).

a. FTC Endorsement Guides: Crowdtap believes in full transparency and in full, fair and effective disclosures of material facts relating to your relationship with Crowdtap and its clients. Per the FTC’s Endorsement Guides, if you are receiving free products, services, payment or other in-kind compensation in exchange for your participation in this Service or in return for promoting a client or its products/services, you must disclose your connection to Crowdtap and/or its Client. This disclosure should appear in close proximity to any statements you make about Sponsor’s products or services or the Sponsor in general.

b. WOMMA Standards of Conduct: (as a Member, you are considered a representative for purposes of the section b.)

Standard 1 – Disclosure of identity: A WOMMA-member shall require their representatives to make meaningful disclosures of their relationships or identities with consumers in relation to the marketing initiatives that could influence a consumer’s purchasing decisions.

Standard 2 – Disclosure of consideration or compensation received: A WOMMA-member shall require their representatives to disclose meaningfully and prominently all forms of consideration or compensation they received from the WOMMA-member, a marketer or sponsor of the product or service. In other words, WOMMA-members shall not engage in marketing practices where the marketer/sponsor or its representatives provides goods, services, or compensation to the consumer (or communicator) as consideration for recommendations, reviews, or endorsements, unless full, meaningful, and prominent disclosure is provided.

Standard 3 – Disclosure of relationship: A WOMMA-member shall require their representatives involved in a word of mouth initiative to disclose the material aspects of their commercial relationship with a marketer, including the specific type of any remuneration or consideration received.

Standard 4 – Compliance with FTC Guides: A WOMMA-member shall comply with the Guides Concerning Use of Endorsements and Testimonials in Advertising promulgated by the Federal Trade Commission. See 16 C.F.R. §§ 255.0–255.5.

Standard 5 – Genuine honesty in communication: A WOMMA-member shall not tell their representatives what to ultimately state in their communications about a particular product or service, so as to enable the consumer to reflect his or her honest opinions, findings, beliefs, or experiences.

Standard 6 – Respect for venue: A WOMMA-member shall respect the rights of any online or offline communications venue (such as a web site, blog, discussion forum, traditional media, and live setting) to create and enforce its own rules as it sees fit.

Standard 7 – Marketing with children and adolescents: A WOMMA-member shall not include children under the age of 13 in any of its word-of-mouth marketing programs or campaigns; and shall comply with all applicable laws dealing with minors and marketing, including the Children’s Online Privacy Protection Act (“COPPA”). See 16 C.F.R. § 312.

Standard 8 – Compliance with media-specific rules: A WOMMA-member shall comply with existing media-specific rules regarding marketing to children.

27. Prohibited Actions Crowdtap expects all of its users to be respectful of other people. The following is a partial list of the kinds of conduct that are illegal or prohibited on the Crowdtap Website and the Service. In addition to the requirements set forth in Section 26 above, below is a partial list of the kind of actions that are illegal or prohibited by Crowdtap in connection with Your service as a Crowdtap Member. Engaging in any of these actions by You while serving as a Member of Crowdtap and in connection with Your service as a Member may, in the sole and absolute discretion of Crowdtap, result in termination of Your membership with Crowdtap and Your status as a Member. In addition, we reserve the right to investigate and take appropriate legal action, in our sole discretion, against any Member who violates this provision. Prohibited Actions include, but are not limited to, any action which:

a) incites, advocates, or expresses pornography, nudity, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence;

b) misrepresents the source of anything you post, including impersonation of another individual or entity;

c) provides or create links to external sites that violate the Crowdtap Terms of Service or Code of Conduct;

d) is intended to harm or exploit minors in any way;

e) is designed to solicit, or collect personally identifiable information of any minor (anyone under 18 years old), including, but not limited to: name, email address, home address, phone number, or the name of their school;

f) 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 foreknowledge and willing consent;

g) 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;

h) is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason; including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage any one else to do so;

i) intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on Web sites, or servers, including but not limited to spamming;

j) attempts to impersonate a Crowdtap or Mr Youth employee, agent, manager, host, another user, or any other person though any means;

k) 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 Service);

l) is inaccurate, false or misleading in any way;

m) 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; or

n) contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

Crowdtap is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion. Crowdtap will make all determinations as to what Content is appropriate in its sole discretion. Crowdtap may edit or remove any Content at any time with or without notice.

28. Notices and Legal Disclaimer. The Crowdtap Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed. The Crowdtap Content may contain inaccuracies or typographical errors or technical inaccuracies. Crowdtap makes no representations about the accuracy, reliability, completeness, or timeliness of any Crowdtap Site or the Crowdtap Content. The use of the Crowdtap Sites and the Crowdtap Content is at Your own risk. Changes are periodically made to the Crowdtap Website and may be made at any time. Information may be changed or updated with or without notice. Crowdtap may also make improvements and/or changes in the products and/or the Programs described in this Agreement or on the Crowdtap Website at any time with or without notice.

Crowdtap does not warrant or represent that Members will earn any specific number of Crowdtap Rewards, that any specific products, prizes or services will be available for redemption in the Crowdtap Rewards Store, or that the redemption value of any products, prizes or services contained in the Crowdtap Rewards Store will remain unchanged at any given time. Crowdtap makes no representations or warranties, express or implied, with regard to any merchandise or services obtained by members through the redemption of Crowdtap Rewards under the program. Only those guarantees, warranties, and representations, if any, offered by the manufacturers of merchandise or suppliers of services may be relied upon by Members.

29. FOR MEMBERS: INFORMATION ABOUT THE CROWDTAP SERVICE AND YOUR ACCOUNT

A. Accounts: Each Member is limited to one account. You must keep all registration information current at all times. You may update Your registration information by visiting the Your profile page of the Website and entering or updating the information requested. An account cannot be used or accessed by multiple persons. Any duplicate accounts are subject to cancellation, and all Crowdtap Rewards accumulated in the original and duplicate accounts will be forfeited.

B. Accumulation of Crowdtap Rewards: Once you have become a Member, you can begin earning Crowdtap Rewards (e.g., Crowdtap Points) by undertaking various online Programs or performing other activities as determined by Crowdtap (each a “Reward Activity”). The Programs that will allow You to earn Crowdtap Rewards may change from time to time, with or without notice, in Crowdtap's sole discretion and will be set forth either in this Agreement or on the Crowdtap Website. Should Crowdtap 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 Crowdtap Rewards or won in connection with any sweepstakes or contest and any other source required by IRS guidelines.

Crowdtap reserves the right to suspend, terminate, revalue or modify, without liability, or required notice to Members, all or part of the Crowdtap Rewards value structure and offers. Crowdtap reserves the right to adjudicate all Crowdtap Rewards discrepancies in its sole discretion, and the You agree to abide with any such adjudication.

Crowdtap Rewards will be posted to a Member's account after validation by Crowdtap of Your performance on an eligible Reward Activity and will be available for redemption as soon as they are posted to Member's account, subject to certain minimum thresholds. Crowdtap takes reasonable care to ensure Crowdtap Rewards are accurately deposited in Members' accounts, however, Members are responsible for ensuring that their Crowdtap Rewards are properly posted, and Crowdtap shall not be held liable for any errors regarding Crowdtap Rewards.

Rules governing the method for earning Crowdtap Rewards when a Member participates in special promotions are subject to the specific terms and conditions of the particular promotion, as specified in the terms and conditions for any such promotion.

C. Crowdtap Rewards Activities and Values: Members shall receive Crowdtap Rewards as specified in the individual Program descriptions on the Website. All redemptions are subject to certain thresholds which will be stated in the sweepstakes official rules on the Website. All Rewards will be described in the sweepstakes official rules on the Website. Crowdtap Reward Points have no cash or gift certificate value.

Members can view their total number of Crowdtap Rewards on their profile page.

Crowdtap Rewards will expire eighteen (18) months after they have been posted to Member’s account (Members must use the Crowdtap Rewards within eighteen (18) months). Crowdtap may change or remove any of the Rewards Activities currently recognized, at any time, with or without notice to Members. The Crowdtap Rewards that Members earn are not considered to be property and, as such, one cannot sell, transfer, or assign their Crowdtap Rewards to any other person, under any circumstances, without Crowdtap's written permission.

D. Crowdtap Rewards Redemption: Members reward points will determine number of entries into each month's sweepstakes offerings.

Crowdtap is not in any way responsible for third party gift certificates, gift cards, merchandise or services.

To redeem e-gift cards: (i) Reward will be given in the form of an e-gift card, in the amount awarded to Member subject to the steepstakes official rules, and; (ii) Members must activate the e-gift card by clicking on the e-gift card code emailed to address on record and following the instructions provided.

Other Crowdtap Rewards redemption methods may be added or substituted in the future in Crowdtap's sole discretion. Crowdtap reserves the right to change merchandise, service and gift card/certificate offers on its website at its discretion and without notifying Members. Members will not be able to redeem Crowdtap Rewards for a Reward if the Member has insufficient Crowdtap Rewards for such Reward. Any items received as a result of redemption of Crowdtap Rewards may not be exchanged, returned or redeemed for cash value.

Crowdtap Rewards are non-negotiable and may only be redeemed through Crowdtap in exchange for Rewards. Crowdtap reserves the right to modify at any time the number of Crowdtap Rewards required to redeem any item or to participate in any Program.

Members may not transfer or assign to any other person or permit anyone to make use of their membership in the Service, accumulated Crowdtap Rewards, privileges or access to the Crowdtap Website, without Crowdtap’s written permission.

30. BLOGGER GUIDELINES

Should sweepstakes participants choose to blog about this sweepstakes, sharing of any content or data must comply with the Blogger Guidelines below:

Crowdtap and its clients (“Clients”) believe in full, fair and effective disclosures of material facts relating to your relationship with Crowdtap and/or its Clients in accordance with Federal Trade Commission’ Guides Concerning Endorsements and Testimonials http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf. As such, we require that all members adhere to the following guidelines (the “Guidelines”) when publishing content (“blogging”) about Crowdtap, its Clients and/or any of their respective products or services.

A. Disclose Your Connection to Crowdtap and its Clients: When blogging about Crowdtap or its Clients or any of their respective products or services, you must clearly disclose your relationship with Crowdtap and its Clients.

Bloggers must disclose all “material connections.” Such “material connections” may be defined as any connection between a blogger and Crowdtap/Client that could affect the credibility consumers give to that blogger’s 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, or special access privileges) provided to a blogger.

B. Maintain Clear and Prominent Disclosure: This disclosure should be made in close proximity to any statements you make about Crowdtap, its Clients 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 recommends that bloggers disclose their material connections (e.g., #sponsored) in the tweet itself.

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 Client 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, its Clients 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, its Clients 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 its Clients to liability. You acknowledge that, notwithstanding these Guidelines, it is your obligation to comply with all applicable laws.


 

 

ACCEPTANCE OF TERMS

The terms of service set forth above shall constitute the entire understanding between Crowdtap and each Member enrolled and participating in Crowdtap. Use of Crowtap is governed by, and subject to, the legal notices contained in this Agreement. Your use of, or access to, Crowdtap constitutes your agreement to be bound by these provisions. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE.

Comments and Questions: If you have any questions, comments or concerns about our Privacy Policy, you may contact us.

 

Effective Date: This Agreement is effective and was last updated June 19, 2013.