Terms & Conditions

Last Updated: July, 21 2022

V.2.3

These terms of service, together with any other agreements or terms incorporated by reference (the "Terms"), including the Crowded Privacy Policy (the "Privacy Policy"), govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Crowded and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you do not agree with these Terms, you must not accept these Terms or use the Services. If you are accepting these Terms on behalf of an entity, you represent that you have the power and authority to bind such entities to these Terms.

1.   Definitions

1.1.  "Customer" or "you" means the entity on behalf of which you are accepting these Terms.

1.2.  "Crowded Account" means an account registered by you on the Platform for using the Services.

1.3.  "Issuing Bank" means Blue Ridge Bank N.A..

1.4.  "Platform" means the Crowded solution enabling Customers to set up and manage their Third Party Account and process payments received in or made from such Third Party Accounts. The Platform is designated for clubs, groups, and other 501(c) organizations.

1.5.  "Services" means any services (including any payment processing services, to the extent applicable), reporting, taxation, chapter management and software made available through the Platform, but excluding Third Party Accounts.

1.6.   "Seller" means a person or entity entering into a Transaction with Customer for the sale of products or services to Customer.

1.7.  "Third Party Account" means an Issuing Bank's bank account set up and maintained by Customer through the Platform.

1.8.  "Third Party Products" means any service, products, software or application that is provided by a third party and interoperates with a Service, including Third Party Accounts.

1.9.  "Transaction" means a transaction for the purchase of products processed through the Crowded Account.

1.10.   "We", "Us", "Crowded" or "Our" means Crowded Technologies Inc.

2.   The Services.

Subject to the terms and conditions of this Agreement, Crowded shall provide Customer with the Services through the Platform. During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Crowded grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable right for Customer employees, agents, representatives and contractors who are permitted access to the Platform by Customer ("Authorized Users"), for Customer’s internal business use, to access and use the Services in accordance with the terms hereof. The Services will include the following:

2.1.  Eligibility for Services. You may apply to set up a Crowded Account, and we may accept your application, if you are acting on behalf of a 501(c) organization established in the United States, and are at least 18 years of age. You must be authorized to act on behalf of, the Customer.

2.2.  Crowded Account. Upon setting up a Crowded Account, you will be able to hold, transfer and receive funds electronically in multiple currencies at the same time. Deposits and transfers to the Crowded Account can be made by transfers from other financial institutions or by transfers through payment gateways. Transfers from the Crowded Account may be carried out SWIFT wires to recipients in the authorized territories, based on Crowded’s risk assessment.

We will not hold any money from or for you. Any money received in connection with our provision of the Crowded Services is held by the Issuing Bank. The Issuing Bank will be responsible for safeguarding your money in accordance with applicable law of the jurisdiction in which the Issuing Bank is established and the relevant terms and conditions agreed between you and the Issuing Bank. By agreeing to these terms of service, you are also agreeing to the terms and conditions with the Issuing Bank (which can be found here - https://www.blueridgebank.com/about-us/policies-and-disclosures.

We will not be liable to you for the acts, omissions or insolvency of the Issuing Bank or any third party banking institution which holds your money in accordance with this Clause 6, provided that we have exercised due skill, care and diligence in the selection of the Issuing Bank.

2.3.  Transfer and Payment Terms. Transfers to and from your Crowded Account are subject to certain restrictions imposed in accordance with Crowded's risk assessment policies, including on the amount of the transfer, the jurisdictions to and from which transfers are enabled, the parties from/to which transfers can be made, the activities responsible for creating the funds transferred, minimum information required to execute the transfer etc.

2.4.  Refusing or delaying of Transactions. Under certain circumstances, Crowded may refuse or delay a payment, including for the following reasons: (i) failure to provide all information reasonably requested by Crowded to complete the transaction; (ii) a third party, such as Visa or the Issuing Bank prevents us from making the payment due to their regulatory obligations; (iii) the amount of the transaction is outside the scope of your permissions based on the Crowded Account settings; (iv) Crowded reasonably believes the transaction nature would is associated with financial crime and/or is detrimental to Crowded's reputation.

2.5.  The Crowded Platform and integration. You may integrate bank accounts held with other financial institutions and payment gateways into the Crowded Platform, including the Third Party Account (each a "Third Party"). In order for Third Parties to be able to provide you with certain aspects of the Services, we may share your data with such Third Party, and receive your data from such Third Party. Our agreements with Third Parties outline the appropriate use and handling of this information.

2.6.  The Crowded card. Upon request and approval, you will be issued a [Visa] card (referred to as the “Crowded Card”) by [Visa, Inc.] You may further issue, remove and alter physical or virtual Crowded Cards through your Crowded Account. The Crowded Card is issued as virtual and physical Visa payment cards that can be used to execute payment transactions online. The physical cards can also be used in physical point-of-sales and to withdraw cash at an ATM. Transactions on Crowded Cards may be subject to additional restrictions, as set forth in the applicable card agreement. Prior to using a Crowded Card you must activate it through your Crowded Account.

2.7.  Third Party Terms. Without derogating from the generality of the foregoing, Customer acknowledges and agrees that Crowded uses certain Third Parties to provide certain aspects of the Services, and that Crowded is bound to the terms of use of such Third Parties, including Visa (the "Third Party Terms") in connection with the Services. Customer agrees and undertakes to comply with the Third Party Terms in connection with its use of the Services, and specifically agrees and accepts the Third Party Account Terms and Conditions, a copy of which was provided to Customer.

2.8.  Prohibited Use. You may not use the Crowded Card or Crowded Account to do any of the following: (i) abuse, exploit, or circumvent controls or restrictions imposed by a merchant concerning its products or services; (ii) abuse, exploit, or circumvent controls or restrictions imposed by a platform; (iii) create an excessive amount of virtual Crowded cards without a reasonable business purpose; (iv) let someone who isn’t an Administrator or User access the Crowded Account or use the Crowded Card. Use of the Crowded Card or Crowded Account in breach of the foregoing, may cause the temporary or permanent suspension of your Crowded Account or Crowded Card.

3.   Customer Crowded Account and Card    

3.1.  Account Information. Customer acknowledges and agrees that the Services will require Crowded to conduct certain AML (Anti Money Laundering), KYC (Know Your Customer) and KYB (Know Your Business) inquiries, and represents and warrants that any information provided by the Customer in response to such inquiries is accurate and complete. Customer agrees and undertakes to update Crowded immediately of any changes in the information provided by the Customer in response to such inquiries.

3.2.  Administrator. The Individual that registers for and creates a Crowded Account, will be defined as administrator ("Administrator"). The Administrator will be the only individual allowed to operate the account and will be solely responsible for all transactions and activities conducted on his/hers Crowded Account.  

 

4.        Keeping the accounts and cards safe

4.1.   Our responsibility to keep your account safe. Crowded uses various measures to ensure accounts and funds safety, including strong customer authentication solutions, data encryption, fraud detection software, transaction monitoring and software notifying us when potential account breaches have occurred.

4.2.  Account Security. Customer must safeguard and not disclose Customer's Crowded Account usernames and passwords and Customer must supervise the use of such Crowded Account. Customer must provide us accurate and complete information in order to create a Crowded Crowded Account, including details of the Authorized Users linked to the Crowded Account. Customer agrees to keep Customer's Crowded Account information up to date and accurate. Any Services associated with Customer's Crowded Account will be charged to Customer's Crowded Account. CUSTOMER IS SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE CROWDED ACCOUNT USERNAMES AND PASSWORDS. CUSTOMER IS SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE CROWDED ACCOUNT. Customer must notify us immediately of any unauthorized use of Customer's Crowded Account or any other breach of security.

4.3.  Card Security. Customer must safeguard and not disclose Customer's Crowded Cards details and supervise the use of such Crowded Cards. Customer must notify Crowded immediately upon becoming aware of loss, theft or any unauthorized use of the Crowded Cards. CUSTOMER IS SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE CROWDED CARD DETAILS. CUSTOMER IS SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE CROWDED CARD, except as provided in the applicable Third Party chargeback resolution policy, as made available to the Customer.

5.   Use Obligations and Restrictions

5.1.  Obligations. You agree to do each of the following in connection with your use of the Services: (i) promptly and accurately provide all information that Crowded reasonably requests to evaluate Customer, Sellers and Transactions; (ii) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control, as well as any regulatory schemes or licenses applicable to Customer's business; (iii) use reasonable security precautions in your access to the Services.

5.2.  Restrictions. You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; or (e)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

5.3.  Transactions

You affirm that Sellers are solely responsible for the nature and quality of the products or services Seller(s) provide, and for delivery, support, refunds, returns, and for any other ancillary services Seller(s) provide to You. You may not use the Services to enable any person (including you) in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Please review the sanctions lists identified by OFAC before registering for and opening a Crowded Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us.

6. Customer Data

6.1.  Collection of Data. Customer agrees that, solely for the purpose of providing the Services, Crowded may collect, use, store and transmit technical and related information that identifies Customer and its customers (including the Internet Protocol Address), including Transaction information and any information collected through the Service, and with regard to Authorized Users, as described in the Privacy Policy (the "Customer Data"). The Customer Data, including any intellectual property rights thereto, shall remain the sole and exclusive property of the Customer, and shall be subject to the confidentiality obligations set forth herein.

6.2.  Use of Data. Crowded may collect Customer Data, and Customer hereby grants Crowded permission to collect Customer Data in accordance with the terms hereof and the terms of Crowded's privacy policy available at www.crowded.me/privacy. Customer undertakes to provide Authorized Users with all notices, and obtain all consents, as required by applicable law, to allow Crowded to process Customer Data in accordance herewith, to provide the Services, and to improve the Services and Platform performance and functionality.

6.3. EIN Generation Consent. In the case your organization does not have an employer identification number ("EIN"),  you specifically authorize Crowded Technologies Inc. to use the information you provide to us in order to obtain an EIN from the U.S. Internal Revenue Service. We may use your Company's EIN to facilitate the opening process for your Crowded account. 

6.4.   Termination of Use Rights. If you would like us to stop using your data, you will be required to terminate your Crowded Account. In that case, we will stop using Customer Data for the purpose of providing our Services, but we may retain certain personal data about you and the directors and any ultimate beneficial owners of the Customer for a limited period for compliance purposes and for other lawful grounds to do so (such as to meet our legal and regulatory obligations).

7.   Intellectual Property Rights

7.1.  Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Crowded and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Crowded’s intellectual property rights. Nothing in the Terms constitutes a waiver of Crowded’s Intellectual Property Rights under any law.

7.2.  Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

8.   Indemnification

You will indemnify, defend, and hold harmless Crowded, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party: (i) alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights; or (ii) arising out of Customer's violation of applicable law, use of the Services in violation of these Terms, or breach of the Third Party Terms.

9.   WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY.

CROWDED PROVIDES THE SERVICES TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND CROWDED EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. CROWDED FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CROWDED’S, AND CROWDED'S EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, OR ANYONE ACTING ON CROWDED BEHALF WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES, AND PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE PLATFORM AND/OR SERVICES, OR ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE PLATFORM AND/OR SERVICES, OR FROM ANY FAULT OR ERROR MADE BY CROWDED'S STAFF OR ANYONE ACTING ON CROWDED'S BEHALF, OR FROM CROWDED RELIANCE ON THE CONTENT OR MATERIAL ORIGINATING FROM THIRD PARTIES, OR ANY COMMUNICATION WITH CROWDED OR WITH OTHER AUTHORIZED USERS IN CONNECTION WITH THE PLATFORM AND/OR SERVICES – WHETHER OR NOT CUSTOMER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CROWDED BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CROWDED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.Term and Termination

10.1.   Term. These Terms commence on the date you first accept them and will remain in effect until your subscription to the Services expires or terminates, or until these Terms are terminated.

10.2.   Termination. You may stop using the Services at any time and you may delete your Crowded Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Crowded Account will be terminated, and from the date of termination You will no longer be able to access your Crowded Account.

10.2.1.   Termination by Customer. The Customer may, at any time, without notice, terminate the Crowded Account as a whole or particular Service.

10.2.2.   Termination rights of Crowded. Crowded may terminate the Crowded Account at Crowded's discretion, at any time without cause and without any requirement of notice. Crowded may Terminate the Crowded Account as a whole or a particular Services with immediate effect without notice in the event of Customer's breach of the terms hereof, including in particular, if the Customer has made false/incorrect statements as to the Customer’s financial status or general information regarding the Customer’s activity, if such statements were of significant importance for the Crowded’s decision concerning operations involving risks for Crowded (e.g. the delivery of a payment card), or if a substantial deterioration in the Customer’s financial status or in the value of security occurs or threatens to occur, jeopardizing the overall business continuity of the Customer.

10.2.3.   Termination rights of Third Parties. Customer acknowledges that Third Parties may terminate a Third Party Account at any time, including in particular if:

                                     i.   Customer is in breach of this Agreement; and/or

                                    ii.   the Third Party suspects that you are using the Services for any illegal purposes.

10.2.4.   Customer acknowledges that use of the Services requires an active Third Party Account. If a Third Party suspends or terminates your access to a Third Party Account, your access to the Crowded Account and the Services will terminate. This may occur where we or the Third Party have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected un-authorized or fraudulent use of your account(s).

10.2.5.   If your agreement with a Third Party has terminated, we may terminate this Agreement with immediate effect. If a Third Party's agreement with Crowded terminates, you may terminate this Agreement with immediate effect.

10.3.   Blocking access to an account. Account security is very important to Crowded. For that reason, we may, on occasion, suspend access to your Crowded Account in cases where we have reasonable suspicion that the security of your Crowded Account has been compromised or we believe that it might be used without your permission or for fraudulent purposes. We may also suspend your Crowded Account to meet our legal or regulatory obligations. In such cases, we will inform you as soon as possible via email.

10.4.   Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

11.Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware and the courts in the State of Delaware, United States will have jurisdiction. Notwithstanding, Crowded or its Affiliate may bring suit for payment in the country where You are located. You and Crowded agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

12.General

12.1.   Changes to Terms. Crowded may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.

12.2.   Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

12.3.   Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.

12.4.   Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Crowded.

12.5.   Entire Agreement. These Terms contain the entire agreement between Crowded and You relating to your use of the Services and supersedes any and all prior agreements between Crowded and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Crowded in these Terms.

12.6.   Assignment. You may not assign your rights or delegate your obligations under these Terms without Crowded’s prior written consent. Any purported assignment contrary to this section will be null and void. Crowded may assign its obligations hereunder among the various Crowded entities within the Crowded Inc. group, by a change to the definition of Crowded hereunder which change will become effective upon posting on our website.

12.7.   No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.