Terms of Service

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”: The entity on behalf of which you are accepting these Terms.

1.2 “Crowded Account”: An account registered by you on the Platform for using the Services.

1.3 “End Users”: A Crowded Customer’s supporters, donors, customers, or members.

1.4 “Issuing Bank”: i3 Bank.

1.5 “Platform”: 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.

1.6 “Services”: Any services (including any payment processing services, to the extent applicable), reporting, taxation, formation, chapter management and software made available through the Platform, but excluding Third Party Accounts.

1.7 “Seller”: A person or entity entering into a Transaction with Customer for the sale of products or services to Customer.

1.8 “Third Party Account”: An Issuing Bank’s bank account set up and maintained by Customer through the Platform.

1.9 “Third Party Products”: Any service, products, software or application that is provided by a third party and interoperates with a Service, including Third Party Accounts.

1.10 “Transaction”: A transaction for the purchase of products processed through the Crowded Account.

1.11 “We”, “Us”, “Crowded” or “Our”: 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, Business Entity established or incorporated 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. 

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 Crowded Business Deposit Account Agreement, the Electronic Disclosure and Consent, and the terms and conditions with the Issuing Bank (which can be found here – https://disclosures.i3.bank/terms/crowded/businessdepositaccountagreement.pdf)

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 Business Deposit Account Agreement and 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 Transactions. 

Under certain circumstances, Crowded may refuse or delay a payment, including for the following reasons:

2.4.1 Failure to provide all information reasonably requested by Crowded to complete the transaction;

2.4.2 A third party, such as Visa or the Issuing Bank stops the payment due to regulatory obligations;

2.4.3 The amount of the transaction is outside the scope of your permissions based on the i3 Banks Business Deposit Account Agreement Disclosures;

2.4.4 Crowded reasonably believes the transaction nature 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, Crowded may share your data with such Third Party in accordance with Crowded’s Privacy Policy, and receive your data from such Third Party. Our agreements with Third Parties outline the appropriate use and handling of this information.

2.6 Payment processing with Stripe. 

Payment processing services on Crowded Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account), which includes the Stripe Terms of Service (https://stripe.com/legal/ssa) (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate an account on Crowded Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Crowded Platform enabling payment processing services through Stripe, you agree to provide Crowded Platform accurate and complete information about you and your business, and you authorize Crowded Platform to share it and transaction information related to your use of the payment processing services provided by Stripe.

2.7 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 add physical or virtual Crowded Cards through your Crowded Account. Transactions on Crowded Cards may be subject to restrictions, as set forth in the applicable card agreement. Prior to using a Crowded Card you must activate it through your Crowded Account.

2.8 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. By agreeing to these terms of service, you are also agreeing to the Crowded Business Visa® Deposit Cardholder Agreement.

2.9 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; (v) Crowded maintains a list of countries where certain activities are prohibited, and reserves the right to close accounts in cases of violation of these prohibitions. 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, on our sole discretion.

2.10 Additional Services

2.10.1 Crowded Formation Services

2.10.1.1 In these terms, you are agreeing (among other items) that when you form your organization using Crowded:

2.10.1.1.1 You’ll provide accurate information to us and acknowledge our Terms.

2.10.1.1.2 You give us permission to use your information in order to form a 501(c) and/or a corporation in New Jersey, as the case may be, on your behalf, and/or obtain your organization’s tax ID (EIN) from the Internal Revenue Service (the “IRS”).

2.10.1.1.3 You understand that Crowded is not liable for actions taken by your organization or any of its members.

2.10.1.2 Authority to Represent and Execute. You and your organization represent that all the information provided to us is true, accurate and complete, and that you are authorized to agree to these Terms on behalf of your organization.

2.10.1.3 You expressly authorize Crowded to use the information you provide to us to obtain an employer identification number (“EIN”) from the U.S. Internal Revenue Service. 

2.10.1.4 You authorize Crowded to execute the Certificate of Incorporation or Certificate of Formation (as such term is used in applicable law) (the “Certificate”) for your organization and to file the Certificate and/or Articles of Association and/or Memorandum of Association (as such term is used in applicable law) with the relevant Secretary of State, or other relevant authority, to incorporate your organization. 

2.10.2 Crowded Tax Compliance Services

2.10.2.1 In these terms, you are agreeing (among other items) that when you use Crowded’s tax compliance services (the “Tax Compliance Services”):

2.10.2.1.1 All information provided by the Customer when using the Tax Compliance Services and/or the Platform (the “Customer Informationʺ) will be accurate and complete in all material aspects. The Customer shall not provide any information that is incorrect, incomplete, fraudulent, false or misleading. Crowded and the Customer expressly agree that Crowded shall have no responsibility to evaluate, verify or advise on any and all Customer Information submitted by the Customer. Crowded shall not be responsible to you, the IRS or to any third party for any and all damages and/or penalties incurred by the Customer as a result of incorrect Customer Information or incorrect submission of Customer Information when using the Services.

2.10.2.1.2 The Customer shall provide to Crowded promptly, the information, resources and assistance that are reasonably required to perform the Tax Compliance Services.

2.10.2.1.3 You acknowledge and agree that Crowded may use third-parties to provide the Tax Compliance Services.

2.10.3 Registered Agent

2.10.3.1 Authorization. 

As part of our duties as your registered agent, you authorize us to receive important communications, service of process, and legal documents of any kind (the “Documents”) on your behalf. You authorize us to receive up to 20 Documents on your behalf per year. We reserve the right, and you agree, that a fee may be applied to your account for Documents received above the current limit mentioned above. You also acknowledge and agree that we may update such fee from time to time. You also agree that we can open, scan, upload and transmit the Documents to you in connection with providing Services to you. Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Documents, and do not include the receipt of any general or regular mail or other items. We do not assume liability to you, or any third party, for loss of mail or other items.

2.10.3.2 Working with Third-Party Service Providers. 

We may work with third-party providers to provide some of the registered agent services. You acknowledge and agree that these service providers may assist us in providing you with registered agent services.

2.10.3.3 Provision of Accurate and Current Information.

You agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information.

2.10.3.4 Destruction of Documents. 

We do not retain the original copies of documents received by our offices perpetually. All documents and mailings are destroyed after thirty (30) days following the digital scanning of the documents and mailings.

2.10.4 Authority to Represent.

 You and your organization represent that all the information provided to us is true, accurate and complete, and that you are authorized to agree to these Terms on behalf of your organization.

2.10.5 Crowded acts as an Authorized E-File Provider as described in the instructions to Form SS-4 in order for Customers to obtain Federal Tax ID Numbers from the IRS. We are a business-to-business (B2B) service provider and are not affiliated with the IRS or any other federal or state organizations.

2.10.6 Limitations on Crowded’s Liability. You acknowledge, understand, and agree that:

2.10.6.1 Crowded is not a law firm or an accounting firm, and we provide no legal, tax or accounting advice of any kind whatsoever.

2.10.6.2 You alone are responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of your personal and organization’s activities.

2.10.6.3 All information, forms, and materials provided through the Crowded Platform or by any other means of communication are provided to you for informational and educational purposes only and do not constitute tax, accounting or legal advice; and

2.10.6.4 None of Crowded’s Website, blog, these Terms or templates we may provide you are intended to create an attorney-client relationship. If you communicate with us, then your communication will not be subject to any attorney-client privilege. If you require legal, tax, accounting or financial advice at any time, you should consult with a licensed attorney or professional advisor relevant to your organization’s jurisdiction.

2.11 Per Diem Accounts. 

Per Diem accounts are deposit accounts that allow you to fund your contact’s spending and expenses, without the visibility on their specific transactions or the ability to redeem funds from the account through the Platform (“Per Diem Account”).

2.11.1 The details of transactions of Per Diem Accounts will not be shown on your Transaction History, and you can only see summarized expenditures in each account.

2.11.2 Checks cannot be deposited in the Per Diem account holder’s name. 

2.11.3 Incoming ACH transfers be they originated (i.e. from a bank account) or received (through a third party platform, e.g. a payroll service) credits/debits, should be in the account owner’s name only  – they will bounce if they are in the name of the Per Diem account holder.

2.12 Collect.  

Collect is a feature that allows Customers to collect payments, including but not limited to membership dues and donations from their End-Users. Customers can generate a fixed or open-amount collection link on Crowded, which End-Users can use to enter payment information and make payments. Customers may also have the option to allow End-Users cover the fees associated with processing payments. End-Users may be given the option to update the quantity of requested amount. The total amount to be paid will always be the requested amount multiplied by the quantity.

2.12.1 ACH Collect

An End-User may have the ability to make a payment via ACH using a Customer’s collection link. Once the End-User provides their bank account details their account will be debited and the funds will be available in the Customer’s account in accordance with the “Transfers To or From Connected U.S. Bank Accounts” section of the i3 Bank Business Deposit Account Agreement.  Please refer to the “Deposits Into Your Account” and “Fee Schedule” sections of the i3 Bank Business Deposit Account Agreement Disclosures for any limits and fees that may apply to your Account.

2.12.2 Card Collect

2.12.2.1 An End-User may have the ability to make a payment via card using a Customer’s “Collect”  link. Once the End-User provides their card details their card will be charged. Please refer to https://crowdedfinance.com/legal/limits-funds-availability/ for more information regarding the limitations and funds availability, and refer to https://crowdedfinance.com/pricing/ for applicable fees.

2.12.3 Recurring Payments via Card and Subscription Services

2.12.3.1 Customers may be able to setup a “Collect” link that allows the End-User to pay the requested amount now or setup a monthly recurring payment using Crowded’s “Recurring Payment” feature. Recurring Payments may be available to customers that sign up for a Pro or Custom subscription plan, but are not guaranteed for all customers. Please see the details of your subscription plan to check if the service is available to you. When a Customer enables “Recurring Payments” they will see the maximum number of payments that may be available for their End-User, which is based on the total requested amount. Note, if the End-User increases the quantity of the requested amount then the End-User may be able to pay in more recurring payments, but will not exceed twelve (12) recurring payments. Customers can choose to disable “Recurring Payments” at any time, however, it will only apply to End-Users that did not yet choose their payment method. All existing recurring payments will continue until they are completed or cancelled by the End-User.  In case the End-User chooses to use the “Recurring Payment” feature, the End-User will pay on the day of signup and will subsequently be charged on the first of every month until the recurring payment is complete. End Users can contact Crowded Support up to 3 business days before their next scheduled recurring payment in order to cancel. Recurring payments that fail due to any reason may be reattempted up to 3 times before the recurring payment will be cancelled.

2.12.3.2 Monthly Subscription Service. As indicated in your order form, and as approved by Crowded, you may use the Service to accept recurring payments from your End Users which are scheduled to occur in monthly or other regular intervals, as supported by Crowded (“Monthly Payment Service”).  You may use the Monthly Payment Service solely for the following purposes: (i) to receive charitable donations; or (ii) to receive subscription payments, in each case as such payments become due and payable on a monthly or other recurring basis as we support. You may not use the Monthly Payment Service for any other purpose without our prior written approval. You may not use the Monthly Payment Service to collect past due amounts, deferred payments, loans, buy-now-pay-later, or payments for services sold on a retail credit or installment payment basis. Each payment initiated using the Monthly Payment Service must be made on or before the date the amount becomes due, or if such date is not a business day, then on the next business day.  For example, if you sell a monthly subscription for which payments are due on the 1st of each month, payments will be initiated on the 1st of each month or the next business day. You may not use the Monthly Payment Service to defer payment obligations of any person. For example, you may not sell an annual subscription and use the Monthly Payment Service to accept payments monthly on credit or otherwise on a deferred basis by collecting the annual subscription price later, in installments over twelve months.

2.12.3.3 Authorization. You are responsible for collecting all necessary authorizations from Users who make payments using the Monthly Payment Service. You are responsible for compliance with all applicable laws concerning the authorization, maintenance, and cancellation of subscription payments and recurring payments for goods, services, memberships, and charitable donations.  You must notify us of any disclosures, disclaimers, authorization language, or other content that you require us to include in any User experience for processing a payment using the Monthly Payment Service. You represent and warrant to us that each payment instruction that we receive from you, your User, your respective agents, or through your website or platform, directly or indirectly, is authorized and complies with applicable law, and the authorization has not been revoked.  

2.12.3.4 Payment Schedules. Free Trials. All payments in a series which are authorized using the Monthly Payment Service must occur at substantially regular intervals and in the same amount. We may permit you to use the Monthly Payment Service to receive payments in different amounts if you provide the User with a payment schedule, listing the exact amount of each payment, before the User authorizes the payments.  For example, if you offer a free trial, which converts to a paid subscription, that fact, and the schedule and amount of all subsequent payments, must be clearly and conspicuously disclosed to the User before they authorize the payments. 

2.12.3.5 Cancellation. Users may cancel any payment by providing notice at least three (3) business days before the next scheduled payment date.  Cancellation of any single payment shall result in a cancellation of all scheduled payments for that User’s payment plan, unless the User subsequently authorizes additional payments in accordance with our instructions.  You must maintain a customer service telephone number, and either an address, email address, or mobile application, with live or promptly responsive customer service agents which may timely receive a User’s request to cancel a payment.  Users must be permitted to cancel a payment using the same medium, website, or mobile application they may use to authorize a payment, or that the User is otherwise accustomed to interacting with your company. If you receive a User’s request to cancel, you must notify us at least three (3) business days before the next scheduled payment date in order to ensure the payment is cancelled in our system. You agree that you will not instruct us to process any payment that is no longer authorized.  If a User timely notifies us that they wish to revoke an authorization for payments using the Monthly Payment Service, we may use reasonable efforts to cancel the payment and all subsequent payments in the series. However, you will hold us harmless if we do so or if we fail to do so, if you did not notify us of the cancellation before the applicable deadline.   

2.12.3.6 Automatic Renewal. If you use the Monthly Payment Service to accept payments for automatically renewing subscriptions, you must obtain each User’s express consent to the automatic renewal of the subscription plan. For example if you sell a monthly subscription for one year, and the plan automatically renews, you must obtain the User’s express consent to that feature, and provide an opportunity to cancel the subscription before it renews. You must notify each User before the plan automatic renews, and such notice must indicate whether the price or any terms of your service will change. If the amount of the payment will change, you must notify your User at least ten (10) business days before the first payment for which the amount will differ from the last. 

2.12.3.7 California Customers; State Law. In general, it is your responsibility to ensure you comply with laws in each state concerning subscriptions, recurring payments, and automatic renewals.  If you will offer Users residing in California the ability make subscription payments using the Monthly Payment Service, it is your responsibility to ensure you comply in full with the California Automatic Renewal Law.  Compliance may include, without limitation, ensuring that you provide a compliant User experience, terms of service, customer service, and disclosures to each User.

2.12.4 Refunds and Cancellations

Role of the Company. The Company provides the Collect feature to enable Customers to receive payments, dues, or donations from their end-users (“Payer/s”). The Company acts solely as a technical and financial intermediary facilitating the transfer of funds between the Payer and the Customer. The Company is not a party to the underlying transaction between the Customer and the Payer and has no responsibility or liability for the quality, legitimacy, purpose, or fulfillment of any services, dues, or donations related to such payments.

2.12.4.1 Customer Responsibility. All refund, cancellation, credit, non renewal or return requests from Payers are the sole responsibility of the Customer. The Customer is required to establish and disclose its own refund and cancellation policy to its Payers in an accurate, clear and accessible manner.

2.12.4.2 Execution of Refunds. Refunds will only be processed by the Company upon the Customer’s explicit written or electronic instruction through the designated interface or support channel. The Company will not initiate refunds independently, except where required by applicable law, card network rules, or to mitigate fraud or unlawful activity.

2.12.4.3 Fees and Deductions. Unless otherwise agreed in writing, processing fees, transaction fees and charges incurred in connection with the original transaction are non-refundable and will not be refunded to the Customer or the Payer. The Customer acknowledges that refund transactions may incur additional fees.

2.12.4.4 Timeframe. Refunds requested by the Customer will be processed by the Company within a commercially reasonable timeframe, subject to applicable banking, network processing timelines or card network, which are outside the Company’s control.

2.12.5 Disputes and Chargebacks

In the event of any dispute or chargeback initiated by a Payer, issuing bank, card network, or other financial institution (each, a “Dispute“), the Company may notify and/or require the Customer to provide evidence of authorization, delivery, or fulfillment related to the disputed payment. The Customer agrees to cooperate fully and provide such documentation within the timeframes required by applicable payment network rules or the Company’s requests, to the Company’s sole discretion. Upon receipt of a Dispute, the Company is authorized to immediately debit the Customer’s account for (i) the full amount of the disputed transaction, (ii) a non-refundable dispute handling fee of $25, and (iii) any applicable chargeback, assessment, or network fees imposed by card networks, issuing banks, or payment schemes (collectively, “Dispute Amounts”), regardless of whether the Dispute is contested or its ultimate outcome. Failure by the Customer to respond adequately or timely may result in the Dispute being upheld and the Dispute Amounts  being debited from the Customer’s account.

2.12.6 No Direct Liability to Payers

The Company is not obligated to process refunds or respond to disputes directly from Payers. Any inquiries, refunds,  claims credits, and dispute-related communications regarding the nature, amount, cancellation or legitimacy of a payment must be directed to the Customer. The Customer acknowledges that the Company does not act as the Customer’s agent or representative in connection with Disputes, unless expressly agreed in writing. The Company may, at its discretion and where legally required, share these Terms or transaction data as proof of the Customer’s and/or Payers obligations and the Company’s limited role in the transaction.

2.12.7 Fraud or Unlawful Activity

If the Company determines, in its reasonable discretion, that a transaction is fraudulent, unauthorized, or otherwise unlawful, it may reverse, withhold, or cancel the transaction and return the funds to the Payer or the originating financial institution, in accordance with applicable law or network rules, without regard to the Customer’s preferences or instructions.

2.12.8 Funds Withholding and Account Holds

The Company reserves the right to place a temporary hold or reserve on the Customer’s account balance in an amount equal to the Dispute Amounts, pending the outcome of the Dispute. Such funds may be withheld from payout until the Dispute is resolved or closed. If the Dispute is upheld, the Company may permanently deduct the Dispute Amounts from the Customer’s balance or future settlements. The Customer remains fully liable for all Dispute Amounts, regardless of account balance, payout status, or account suspension or termination. If the Dispute is resolved in the Customer’s favor, the withheld amount will be released to the Customer’s account within a commercially reasonable timeframe following confirmation of resolution.

2.12.9 Customer Liability and Indemnification for Disputes

The Customer agrees to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and partners from and against any losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any Dispute, including where the Customer’s account balance is insufficient to cover Dispute Amounts. This obligation applies regardless of whether the Dispute is contested, resolved in the Customer’s favor, or arises after account suspension or termination.

2.13 In Person Payments

In-Person Payments, also known as Point of Sale (POS), allows customers to accept payments from debit or credit cards directly through their mobile device. Availability of POS may vary depending on the type of mobile device. Please refer to https://support.crowdedfinance.com/hc/en-us/articles/27881307988497-Point-of-Sale to see what mobile device types are supported, https://crowdedfinance.com/legal/limits-funds-availability/ for more information regarding the limitations and funds availability, and https://crowdedfinance.com/pricing/ for applicable fees.

2.14 Transfer to Card

Transfer to Card is a feature that enables Customers to send funds to another Visa or Mastercard card. Transfers may take up to 3 business day to process. Please refer to https://crowdedfinance.com/legal/limits-funds-availability/ for more information regarding the limitations and funds availability, and refer to https://crowdedfinance.com/pricing/ for applicable fees.

Transfers can only be made to cards issued in the following countries: Argentina, Austria, Australia, Belgium, Brazil, Canada, Chile, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Israel, Italy, Lithuania, Luxembourg, New Zealand, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, South Africa, Spain, Sweden, Switzerland, United Kingdom, and Uruguay.

2.15 Bill Pay

2.15.1 The Bill Pay feature enables Customers to initiate payments to third-party billers and payees through the Platform. Bill Pay is made available through Crowded’s technology services and is provided by Crowded’s partners, not by Crowded itself.

Crowded does not hold funds, execute payments, or guarantee that any bill payment will be completed by a particular date.

2.15.2 Suspension or Termination. Crowded may suspend or terminate access to Bill Pay at any time, including at the request of the Issuing Bank or for compliance, fraud prevention, operational, or risk management reasons.

2.15.3 Bill Pay Terms of Use. Bill Pay is a feature of the banking services provided in partnership with our banking software provider (“Unit”) and the Issuing Bank. Use of Bill Pay is subject to and conditioned upon Customer’s acceptance of the Bill Pay Terms of Use and the associated Unit Services Agreement. Transaction fees incurred via the Bill Pay feature may differ from those charged elsewhere in the Services. These terms form part of Customer’s agreement with Crowded and govern the execution of Bill Pay transactions. If there is a conflict between these Terms and the Bill Pay Terms of Use or Unit Services Agreement, the Bill Pay Terms of Use will control with respect to Bill Pay servicess.

2.15.4 Limitation of Liability. To the maximum extent permitted by law, and without derogating from any limitation of liability under these Terms, Crowded shall not be liable for:

• • • • Payee errors or misapplication of payments.
      • Payment delays or failures caused by payees or the Issuing Bank.
      • Consequential, incidental, or punitive damages arising from Bill Pay use.

3. 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 the Crowded Account.

3.3 Fees. 

The Customer agrees to pay all fees for use of the Services as set forth on the Fees Page. All fee-based Services are provided “As Is” with no warranties of any kind. We may change the fees for the Services from time to time by posting updates to the Fees Page. We will give you advance notice of any change where required by law. Any notice we provide to you will be binding and sent to the last electronic address in our records.

3.4 Card Disputes. 

You are solely responsible for any disputes your end users (“End User/s”) submit to any payment processor that will result in Crowded being required to handle such dispute on your behalf. In the event of a chargeback, you authorize Crowded to debit your account to reimburse your End Users or to offset any losses Crowded incurred by the chargeback. 

Please reference the i3 Bank Business VISA Debit Cardholder Agreement for information on dispute handling related to the Crowded card issued by i3 Bank available at https://disclosures.i3.bank/terms/crowded/businessdebitcardholderagreement.pdf

4. Subscriptions

We may offer several types of subscription plans. Each plan may provide additional features, such as the ability to create Sub Accounts and add admins. Please refer to https://crowdedfinance.com/pricing/ for specific details on each plan and to https://crowdedfinance.com/legal/subscription-plans-terms-of-service/ for more information related to the subscription and any limitations. Subscription features and pricing are subject to change. 

Users that downgrade or fail to pay their subscription fee may have certain functionality disabled. We reserve the right to suspend and/or close, but not limited to, the following: 

4.1 If your new subscription plan limits the number of admins, any admins beyond that limit may be suspended. If you do not specify which admins to suspend, Crowded has the right to decide which ones to suspend.

4.2 If your new subscription limits the number of Sub Accounts, any Sub Accounts beyond that limit may be suspended. If you do not specify which Sub Accounts to suspend, Crowded will decide which ones to suspend and/or close. Sub Accounts will only be able to transfer funds into the primary account under these circumstances or will follow the Closing Your Account and Account Suspensions section of the i3 Bank Business Deposit Account Agreement. If your account is closed with a remaining balance, please refer to the “Closing Your Account and Account Suspensions” section below for additional information.

5. Add-Ons and Additional Provisioning
   
   

Add-Ons. From time to time Crowded may make available optional add-ons, upgrades, and additional provisioning to the Services (each, an “Add-On”), including additional sub-accounts, sub-chapters, member wallets, per-diem or staff accounts, additional administrators, additional cards, and similar incremental features and capacity. Add-Ons are offered on a recurring basis and may be ordered through the Platform, an Order Form, or, where enabled, an MCP Connection (as defined below). 

Fees; Authorization to Charge. Each Add-On is subject to the then-current fees set forth on the Fees Page or in the applicable Order Form. By ordering, enabling, or using an Add-On (including through a Connected AI Tool or MCP Connection), Customer agrees to pay, and authorizes Crowded to charge, all applicable recurring fees for that Add-On, and Customer remains responsible for such fees until the Add-On is cancelled in accordance with these Terms or the applicable plan. Fees for Add-Ons are non-refundable except as required by applicable law.

Term; Renewal; Cancellation. Each Add-On is coterminous with the subscription plan in effect at the time the Add-On is ordered or enabled. Add-Ons renew automatically together with, and on the same billing cycle as, that subscription plan, and continue until cancelled. Customer may cancel an Add-On at any time through the Platform or as otherwise supported by Crowded. Cancellation takes effect at the end of the then-current billing cycle in which it is made, and the Add-On fee for that cycle is fully earned and non-refundable. Fees for Add-Ons are not prorated, and cancellation of an Add-On does not entitle Customer to any refund or credit for the then-current or any prior billing cycle. Any cancellation, downgrade, suspension, or termination of the underlying subscription plan will correspondingly cancel or suspend the associated Add-Ons, subject to the “Subscriptions” and “Closing Your Account and Account Suspensions” provisions.

Subject to Terms; Eligibility. All Add-Ons form part of the Services and are subject to these Terms and the applicable subscription plan. The provision of any Add-On that involves opening an account, wallet, or card remains subject to Crowded’s AML, KYC, and KYB requirements and risk policies, and Crowded may decline, condition, limit, suspend, or reverse any such Add-On.

Changes. Crowded may add, modify, reprice, or discontinue any Add-On from time to time, with fee changes governed by the “Fees” provision of these Terms.

6. Keeping the accounts and cards safe

6.1 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.

6.2 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 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.

6.3 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.

7. Use Obligations and Restrictions

7.1 Obligations. 

You agree to do each of the following in connection with your use of the Services:

7.1.1 Promptly and accurately provide all information that Crowded reasonably requests to evaluate Customer, Sellers and Transactions;

7.1.2 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;

7.1.3 Use reasonable security precautions in your access to the Services.

7.2 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.

7.3 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.

8. Customer Data

8.1 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.

8.2 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 https://crowdedfinance.com/legal/privacy-policy/ . 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.

8.3 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. 

8.4 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).

9. Connected AI Tools and MCP Access

AI Tools; MCP Connection. “Connected AI Tools” means any artificial intelligence, machine learning, large language model, chatbot, agent, or other automated system, and any application, client, extension, or service that incorporates or accesses the same (including any such tool offered by a third-party AI provider), that Customer or any Authorized User connects to, integrates with, or authorizes to access the Platform, the Services, or any Customer Data, whether through the Model Context Protocol (“MCP”), an application programming interface, or any comparable connector or interface (each such connection, an “MCP Connection”). Connected AI Tools are Third Party Products for all purposes under these Terms, and Customer’s use of them is also subject to the “The Crowded Platform and Integration”, “Third Party Terms”, and “Working with Third-Party Service Providers” provisions of these Terms.Crowded may add, modify, reprice, or discontinue any Add-On from time to time, with fee changes governed by the “Fees” provision of these Terms.

Customer Election and Sole Risk. Any establishment or use of an MCP Connection or Connected AI Tool is optional, is undertaken solely at Customer’s election, and is at Customer’s sole and exclusive risk. Customer, and not Crowded, selects, procures, configures, controls, and is responsible for its Connected AI Tools and for its relationship with the providers that operate them. Crowded does not provide, operate, endorse, or control any Connected AI Tool or AI provider, is not a party to Customer’s agreements with any AI provider, and makes no representation or warranty of any kind regarding any Connected AI Tool, AI provider, or MCP Connection.

Authorized Users; Binding Instructions. Each Connected AI Tool is deemed an Authorized User of Customer. All instructions, requests, queries, calls, and actions transmitted to or from the Platform or the Services through an MCP Connection are deemed to have been authorized by, and are binding upon, Customer, and Customer is solely and fully responsible for them, in each case whether or not Customer intended, initiated, reviewed, monitored, or was aware of them, and whether they were initiated by Customer, by an Authorized User, or autonomously by a Connected AI Tool. Any confirmation, approval, or authorization given by or through a Connected AI Tool constitutes Customer’s authorization of the corresponding action.

Credentials and Access. Customer is solely responsible for establishing, safeguarding, and maintaining the confidentiality of all credentials, tokens, keys, and authorizations used to create or maintain any MCP Connection, and for all access to and activity on the Crowded Account obtained by any Connected AI Tool. Customer must notify Crowded immediately of any unauthorized MCP Connection or any actual or suspected compromise of any such credentials.

Customer-Directed Disclosure; Controller. When Customer or any Authorized User routes, exposes, transmits, or permits access to any Customer Data or other data through an MCP Connection, Customer directs such disclosure and acts as the controller and business (as applicable) with respect to that data and its subsequent processing by the Connected AI Tools and their providers. Crowded’s role and responsibility with respect to such data end at the point the data is made available at the MCP Connection boundary. Connected AI Tools and their providers are not Crowded’s service providers, sub-processors, or subcontractors, and their receipt, processing, retention, use (including any use to train or improve models), and disclosure of data are governed solely by Customer’s agreements with, and the terms and policies of, the applicable providers, and not by Crowded’s Privacy Policy, the Data Protection Agreement, or these Terms.

Customer Compliance Responsibility. Customer is solely responsible for ensuring that its use of Connected AI Tools and each disclosure of data through an MCP Connection complies with all applicable laws (including all data protection, privacy, and financial privacy laws, including the Gramm-Leach-Bliley Act and its implementing regulations to the extent applicable, and all payment network and card scheme rules) and with all of Customer’s own agreements, policies, and obligations to any third party. Without limiting the foregoing, Customer is solely responsible for providing all notices to, and obtaining all consents, authorizations, and rights from, all Authorized Users, End Users, Payers, donors, and other data subjects that are necessary for the disclosure and processing of data through any MCP Connection. Customer shall not route, expose, or permit access to any data through an MCP Connection where doing so would violate any applicable law, any agreement or obligation of Customer, or any right of any person.

Write Operations; No Fund Movement; Approval of Transactions. An MCP Connection may include both read operations and write operations. Write operations change data, create or modify accounts, cards, collections, or other resources, send communications, incur fees, or make regulatory filings, and take effect when executed; certain write operations are irreversible or cannot be undone by Crowded. MCP Connections do not enable, and Connected AI Tools may not effect, the movement, transfer, disbursement, or withdrawal of funds to any third party. If Crowded elects, at its sole discretion, to permit a Connected AI Tool to initiate, prepare, or request any movement of funds through an MCP Connection, no such movement will be executed unless and until it is separately reviewed and approved by an Administrator directly on the Platform. Any such approval, and any confirmation or authorization given by or through a Connected AI Tool for any other write operation, constitutes Customer’s authorization of, and Customer is solely and fully responsible for, the resulting action, and Crowded shall have no liability for it, in each case regardless of whether the action originated from, was prepared by, or was suggested by a Connected AI Tool.

Fees, Add-Ons, and Provisioning via MCP. Write operations performed through an MCP Connection may provision resources or order Add-Ons that incur fees or recurring charges, including creating sub-chapters, sub-accounts, member wallets, per-diem or staff accounts, issuing virtual or physical cards, and enabling other Add-Ons. Any such action taken through an MCP Connection is authorized by and binding upon Customer, Customer authorizes Crowded to charge all resulting fees in accordance with the “Add-Ons and Additional Provisioning” and “Fees” provisions of these Terms, and Customer is solely responsible for all such fees, in each case to the same extent as if the action had been performed by Customer directly on the Platform. Any account, wallet, sub-chapter, or card created through an MCP Connection remains subject to the applicable AML, KYC, and KYB requirements and to the same terms and conditions that apply to such resources when created directly on the Platform.

Communications via MCP. Write operations performed through an MCP Connection may generate and send communications to Authorized Users, End Users, Payers, donors, signatories, and other third parties, including invitations, payment reminders, donor tax receipts, and filing authorizations. Customer is solely responsible for the occurrence, content, accuracy, and timing of all such communications, for compliance with all applicable laws governing them (including the CAN-SPAM Act and the Telephone Consumer Protection Act), for the accuracy and tax treatment of any receipt or acknowledgment so generated, and for having all rights and consents necessary to contact the recipients.

Tax Filings via MCP. An MCP Connection may be used to prepare, validate, authorize, or submit filings with the U.S. Internal Revenue Service or other authorities, including IRS Forms 990-EZ and 990-N. Any such use is subject to the “Crowded Tax Compliance Services” and “Limitations on Crowded’s Liability” provisions and the disclaimers in the “WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY” section of these Terms. Output prepared or validated by a Connected AI Tool may be inaccurate or incomplete, and Customer is solely responsible for reviewing each filing and any related authorization (including any Form 8879-TE) before it is authorized or submitted. Customer, and not Crowded, is the filer and is solely responsible for the accuracy, completeness, and timeliness of each filing. Crowded is not a tax preparer or adviser, provides no tax advice, and does not review, verify, or take responsibility for any filing. Submitted filings are final and cannot be reversed by Crowded.

AI Output; No Reliance. Output generated by or through any Connected AI Tool may be inaccurate, incomplete, outdated, misleading, or fabricated, may not reflect the actual state of Customer’s account, data, or the Services, and does not constitute financial, tax, legal, accounting, investment, or other professional advice. Crowded does not generate, review, verify, endorse, or accept any responsibility for any such output. Customer is solely responsible for independently verifying any output before relying or acting on it, and any reliance on such output is at Customer’s sole risk.

Disclaimer and Assumption of Risk. Without limiting the “WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY” section, and to the maximum extent permitted by law, Crowded and the Indemnified Parties shall have no liability of any kind arising out of or relating to (i) any Connected AI Tool, AI provider, or MCP Connection, or Customer’s use of or inability to use any of the foregoing; (ii) the acts, omissions, availability, security, data handling, retention, model training, or breach of any Connected AI Tool or AI provider; (iii) any data that is disclosed to, accessed by, transmitted to, processed by, retained by, or used to train or improve any Connected AI Tool or AI provider; (iv) any output of, or reliance on, any Connected AI Tool; (v) any error, defect, manipulation, prompt injection, or unintended or malicious behavior of any Connected AI Tool; (vi) any instruction, action, or transaction initiated, prepared, requested, suggested, confirmed, or approved through or in connection with an MCP Connection; (vii) any fee, charge, or Add-On incurred, or any account, wallet, sub-chapter, card, or other resource created, through an MCP Connection; (viii) any communication (including any invitation, reminder, receipt, or authorization) generated or sent through an MCP Connection; and (ix) any filing prepared, validated, authorized, or submitted through an MCP Connection. Customer knowingly and voluntarily assumes all risk of the foregoing.

Indemnification. Customer will indemnify, defend, and hold harmless the Indemnified Parties from and against all liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s or any Authorized User’s establishment or use of any MCP Connection or Connected AI Tool, including any claim, demand, suit, proceeding, audit, or investigation (whether by a private party, a data subject, a donor, a regulator, the IRS, a payment network, the Issuing Bank, Unit, or any other authority) relating to (i) any data disclosed, exposed, or made accessible through an MCP Connection; (ii) any violation of applicable law or of any agreement or obligation of Customer in connection with a Connected AI Tool or MCP Connection; (iii) any output of a Connected AI Tool; (iv) any instruction, action, or transaction initiated, prepared, requested, suggested, confirmed, or approved through or in connection with an MCP Connection; or (v) any fee, charge, Add-On, account, card, communication, or filing incurred, created, sent, or made through an MCP Connection. This indemnification obligation is in addition to, and does not limit, the “Indemnification” section of these Terms, and survives the termination or expiration of these Terms.

Reservation of Rights. Crowded may, at its sole discretion and without notice or liability, restrict, condition, scope, throttle, rate-limit, monitor, suspend, or revoke any MCP Connection or any Connected AI Tool’s access to the Platform, the Services, or any data, in whole or in part, and may require on-Platform review and approval for, or disable, any specific operation or category of operations available through an MCP Connection, including for compliance, security, fraud-prevention, operational, or risk-management reasons, at the request or direction of the Issuing Bank, Unit, or any payment network or KYC/compliance provider, or where Crowded reasonably believes that an MCP Connection or Connected AI Tool creates a risk to Crowded, its customers, the Issuing Bank, Unit, any payment network, or any KYC/compliance provider. Crowded has no obligation to make any MCP Connection available and may discontinue MCP Connections at any time.

10. Intellectual Property Rights

10.1 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.

10.2 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.

11.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. Customer will also indemnify, defend, and hold harmless the Indemnified Parties in accordance with the “Connected AI Tools and MCP Access” section of these Terms.

12. 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. CROWDED’S TAX COMPLIANCE SERVICES ARE PROVIDED SOLELY FOR CUSTOMER’S CONVENIENCE AND ARE NOT INTENDED TO PROVIDE TAX OR LEGAL ADVICE. FOR SUCH ADVICE, CUSTOMER MUST CONSULT AN ACCOUNTANT OR ATTORNEY, AS APPLICABLE. WHEN PROVIDING THE TAX COMPLIANCE SERVICES, CROWDED IS NOT ACTING AS AN AGENT ON CUSTOMER’S BEHALF. NO REPRESENTATION MADE ON THE CROWDED WEBSITE AND/OR THE PLATFORM, A USER GUIDE, OR OTHER ADVERTISING OR SUPPORT MATERIALS OR CORRESPONDENCE WILL BE CONSTRUED AS A REPRESENTATION UNDER THESE TERMS. 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.

13. Term and Termination

13.1 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.

13.2 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.

13.2.1 Termination by Customer. The Customer may, at any time, without notice, terminate the Crowded Account as a whole or particular Service. Termination of this Agreement does not relieve the Customer of any financial liability for Disputes, Chargebacks, or fees incurred.

13.2.2 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.

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

13.2.3.1 Customer is in breach of this Agreement; and/or

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

13.2.4 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:

13.2.4.1 The security of your account(s), whether or not you have informed us of a security breach; and/or

13.2.4.2 The suspected unauthorized or fraudulent use of your account(s).

13.2.5 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.

13.3 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.

13.4 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.

14. 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.

15. General

15.1 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.

15.2 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.

15.3 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.

15.4 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.

15.5 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.

15.6 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.

15.7 No Third Party Rights. 

There are no third-party beneficiaries to these Terms. Without limiting this section, Authorized Users are not third-party beneficiaries to your rights under these Terms.