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Terms of Use

GemCrowd

General Terms of Use

Last Updated May 1, 2019

PLEASE READ THESE TERMS OF USE CAREFULLY.

These are the Terms of Use (the “Terms”) foraccessing and using the websites, platform, software, content, products,applications (mobile or otherwise), social media accounts, forums, or otherservices (collectively, the “Site”) provided by GemCrowd.com, Inc. and itsaffiliated companies (hereinafter “GemCrowd,” “Company,” “We,” or “Us”).

By accessing our Site, you agree to be bound bythese Terms. If you do not agree to these Terms, then you should not use ourSite or any of our services. You may also be bound to other agreements, such asour Privacy Policy, Transactional Services Agreement, Vendor Listing Rules, andany other agreements, rules, policies, or terms that we may publish andimplement from time to time (collectively, “Other Policies”). Those OtherPolicies are hereby incorporated into these Terms of Use.

You may not use the Site if: (1) you are not oflegal age or capacity to entering into a binding agreement with us, or (2) youare not permitted to receive any services under the laws of the United Statesof America or other countries or regions including the country or region inwhich you are a resident or from which you use the services. We reserve theright to terminate, suspend, charge, or restrict access to all or any part ofour Site without notice or liability.

We make no claims that the Site or any of itscontent is accessible or appropriate outside of the United States. Access tothe Site may not be legal by certain persons or in certain countries. If youaccess the Site from outside the United States, you do so on your owninitiative and are responsible for compliance with local laws.

Please note that these Terms include an arbitration provision, which you willbe bound to by using and accessing our Site.

  1. Member Account.
    1. Use of Services. To use our services, you must registeras a member of our Site. This may include completing an application, in whichyou provide personal identifiable information to us.
    1. One Account. Unless approved by us, you may onlyregister one member account on our Site. We may cancel, terminate, or suspendan account if we have reason to believe you have multiple accounts with us. Theaccount may have a web-based email account with limited storage space for youto send and/or receive emails.
    1. ID and Password. Upon registration with us, we shallassign you an account and issue a member ID. You will need to create a passworddeemed acceptable by our security standards.
    1. Responsible for Content. You areresponsible for all activities that occur under your account, regardless ofwhether you actually submitted the content. You acknowledge that the sharing ofyour content with other persons, or allowing multiple users outside of yourbusiness entity to use your account may cause irreparable harm to us or otherusers of our Site. You agree that You are responsible for negligent,intentional, or reckless behavior, as we well as any conduct that results inthe compromise of data, credentials, or personal, sensitive, or confidentialinformation. You hereby agree that our indemnification rights, as set forthbelow, shall be applicable if such harm does occur as a result of a third partyusing your account.
    1. Variance. Our services may vary for differentregions and countries. We may, in our sole discretion, limit, deny, or createdifferent levels of access to and use of any services.
    1. Changes. We may launch, change, upgrade, imposeconditions to, suspend, or stop any services without prior notice. If you arenot able to continue our services, we will no longer charge you fees for suchservices after this occurs; however, we may seek payment for fees incurredprior to the termination of your account or certain services.
    1. Removal. We reserve the right to suspend orterminate your account or take any other disciplinary action that we deemappropriate. We may also remove any content or information you provide on ourSite, and do not bear any responsibility for such removal.
  • Transactions Between Buyers and Vendors (Sellers). We do not represent the seller or buyer in transactions. We do notcontrol and are not responsible for the quality, safety, lawfulness, oravailability of the products or services offered on our Site or the ability ofthe sellers to complete a sale or the ability to buyers to complete a purchase.While we may attempt to verify the accuracy of our customers and theinformation they provide, we cannot guarantee or validate a customer’s identityor the information he/she/it provides. You assume the risk and allresponsibility while transacting. We encourage you to use caution and commonsense while transacting.

  Moreover,we shall not be responsible for any losses, liabilities, or obligations to buyersor sellers if a   buyer or sellerwinds up, sells, liquidates, files for bankruptcy and/or receives a dischargein bankruptcy, or otherwiseceases to do business.

  • Security of Account. In order toconduct certain activities and functionalities of the Sites, you may need toregister for an account, which includes creating access credentials, such as anemail address and password. You are solely responsible for (1) monitoring,controlling access to, and maintaining the strict confidentiality of youraccess credentials, (2) not allowing another person to use your accesscredentials, and (3) any charges or damages that may be incurred as a result ofyour failure to maintain the strict confidentiality of your access credentials.We are not responsible for any harm relating to the theft of access credentialsresulting from your actions, your disclosure of access credentials, or yourdecision in violation of these Terms to allow another person or entity toaccess and use our Site using your access credentials.

  Youmust immediately notify us regarding any unauthorized use of your account oraccess   credentials or anyother concerns that you have about the misuse or security of your account by   contacting us at the mailing oremail address listed below.

You acknowledgeand agree that you are solely responsible for maintaining the security of the devices you may use to access theSite. We are not responsible for any losses resulting from the loss or theft ofany such device. While we utilize commercially reasonable security techniquesto protect data from unauthorized access, we cannot guarantee the security ofour system.

  • Intellectual Property. You maynot use, copy, display, distribute, download, republish, sell, resell, modify,or reproduce any of the trademarks, copyrights, patents, or other intellectualproperty found on our Site unless authorized by us in writing, such as in alicensing agreement. This includes but is not limited to software, source code,photographs, written content, images, text, data, logos, video clips, graphics,directories, files, databases, lists, and designs.

  Moreover,any information you submit to us may be deemed and remain our property. To theextent any such information is notowned by us, you hereby irrevocably assign that information to us. To theextent that suchinformation is not assignable, you hereby provide us a non-revocable worldwideroyalty-free and non-exclusivelicense (with the right to sublicense) to use, copy, reproduce, perform,display, process, adapt, transform,modify, sell, resell, publish, transmit, display, distribute, and createderivative works of the informationin any and all mediums, now known or hereafter in existence, in perpetuity.

  • Integrity of Site. You agree not todo anything which would undermine the integrity of our Site, such as leavingpositive feedback for yourself using secondary member IDs or through thirdparties or by leaving unsubstantiated negative feedback for another user.
  • Availability. Our Site is not intended fordistribution to, or use by, any person or entity in any city, county, state, orcountry where its distribution or use would be contrary to its respective lawor regulation. By offering our Site, no distribution or solicitation is made byus to any person to use our Site in jurisdictions where the provision of our Siteis prohibited by law. We are also not responsible for any system outages,slowdowns, or capacity limitations.
  • Monitoring Our Site. We haveno obligation to monitor our Site; however, you acknowledge and agree that wehave the right to monitor our Site from time to time and disclose anyinformation as necessary or appropriate to satisfy any law, regulation,governmental request, to operate or improve our Site, or to protect ourselvesor users of our Site.
  • Warranty Disclaimer. THEINFORMATION AND MATERIALS CONTAINED ON OUR SITE, INCLUDING TEXT, GRAPHICS,LINKS, OR OTHER ITEMS, AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” ANDWITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, OR TITLE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THERESULTS OF YOUR USE OF CONTENT OR WEBSITES. WE DO NOT WARRANT THAT OUR SITE ISFREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE DOES NOT CONTAINTECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. USE OF OUR SITE IS AT YOUR OWNRISK. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED ORLIMITED UNDER APPLICABLE LAW.
  • Limitation of Liability. IN NOEVENT WILL WE (INCLUDING OUR EMPLOYEES, AGENTS, OFFICERS, MANAGERS, INVESTORS,DIRECTORS, AFFILIATES, PARENTS, SUBSIDIARIES, OR PROVIDERS) BE LIABLE FOR ANYDAMAGES, INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL,CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, LOSSES, OR EXPENSES (INCLUDING WITHOUTLIMITATION, LOST PROFITS, OR BUSINESS INTERRUPTION) OF ANY KIND ARISING OUT OFOR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE OUR SITE OR ANYTHIRD-PARTY WEBSITES THAT ARE OUR SITE LINKS TO OR IS OTHERWISE CONNECTED TO.NOR SHALL WE LIABLE FOR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, ORLINE OR SYSTEM FAILURE, EVEN IF WE OR A REPRESENTATIVE THEREOF ARE ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. YOUR SOLE REMEDY FORDISSATISFACTION WITH THE SITE IS TO STOP USING IT. IF YOUR USE OF THE SITERESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA,YOU ASSUME ANY COSTS THEREOF.

               UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE OR DISRUPTION OF        CONTENT OR SERVICES DELIVERED THROUGH THE SITE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS   OF NATURE, FORCES, OR CAUSES BEYOND REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION,                INTERNET FAILURES, COMPUTER, TELECOMMUNICATIONS, OR ANY OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES,          SHORTAGES OR LABOR OR MATERIALS, FIRES, FLOOD, STORMS, EXPLOSIONS, ACTS OF GOD, WAR,        GOVERNMENTAL ACTIONS, ORDERS OF DOMSESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-         PERFORMANCE OF THIRD PARTIES.

  IFTHE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL DAMAGES,LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE   LIMITED TO THE LESSER OF THE TOTALLIABILITY OR THE FEES YOU PAID US DURING THE PREVIOUS TWELIVE (12) MONTHS.

  1. Copyright Policy.
    1. Your Responsibility. You areresponsible for your use of the Site and for any content you submit, enter,post, share, or provide, including compliance with applicable laws, rules, andregulations.
    1. Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respondto notices of alleged copyright infringement that comply with applicable law.If you believe any materials accessible on or from our Site infringe upon yourcopyright, then you may request removal of those materials (or access to them)from the Site by submitting written notification to our copyright agentdesignated below. In accordance with the Online Copyright InfringementLiability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. §512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantiallythe following:
      1. Your physical or electronicsignature.
      1. Identification of the copyrightedwork you believe to have been infringed or, if the claim involves multipleworks on the Site, a representative list of such works.
      1. Identification of the material youbelieve to be infringing in a sufficiently precise manner to allow us to locatethat material.
      1. Adequate information by which we cancontact you (including your name, postal address, telephone number, and, ifavailable, email address).
      1. A statement that you have a goodfaith belief that use of the copyrighted material is not authorized by thecopyright owner, its agent, or the law.
      1. A statement that the information inthe written notice is accurate.
      1. A statement under penalty of perjury,that you are authorized to act on behalf of the copyright owner.

  Ourdesignated copyright agent to receive DMCA Notices is:

GemCrowd, Inc.

Attn: Copyright Agent

650 S. Hill Street Ste 917, Los Angeles, CA 90014

+1-702-799-9855

[email protected]

  Ifyou fail to comply with all of the requirements of the DMCA, your notice maynot be   effective. Please be aware thatif you knowingly materially misrepresent that material or activity on theSite is infringing your copyright, you may be held liable for damages (includingcosts and attorneys’ fees) under the DMCA.

  • Repeat Infringers. It is our policyin appropriate circumstances to disable and/or terminate the accounts of userswho are repeat infringers.
    • Third Party Platforms. Pleasenote that we will only be able to remove content or materials that areavailable on our Site and within our control. We will not be able to removecontent or materials from third-party platforms that have used our code ortechnology.
  1. Links. Our Site may contain links towebsites or other platforms that are controlled by third parties. We disclaimany liability for any information, materials, products, or services posted on athird-party website or platform. By creating a link featuring a third party onour Site, we in no way endorse or recommend that third party, and we shall notbe held liable for any of their conduct. Such a third party may have terms andconditions, privacy policies, and other terms and policies of their own; weencourage you to read through them before using and accessing those websitesand platforms.
  1. Indemnification. You hereby agree to indemnify,defend, and hold us harmless from and against any and all claims, losses,expenses, demands, or liabilities, including attorneys’ fees and costs,incurred by us in connection with any claim by a third party arising out of (i)materials and content you submit to, post to, or transmit through our Site or(ii) your use of our Site in violation of the Terms or any applicable law. Youfurther agree to cooperate fully in the defense of any such claims. We reservethe right, at your cost, to assume the exclusive defense and control of anymatter otherwise subject to indemnification by you, and you shall notsettlement any claim or matter on our behalf without our written consent.
  1. Arbitration. You agree that by accepting these Terms, we each are eachwaiving their respective right to a trial by jury and the ability toparticipate in a class action lawsuit. ANY AND ALL DISPUTES RELATING TO THECOMPANY’S SERVICES, TO THE COMPANY IN GENERAL (INCLUDING INTERACTIONS WITH THECOMPANY, DATA, ADVERTISEMENTS AND DISCLOSURES, MESSAGES SENT TO YOU (EMAIL,TEXT, SMS, FAX OR ANY OTHER MESSAGE)), THESE TERMS AND PRIVACY POLICY WILL BESUBMITTED TO CONFIDENTIAL ARBITRATION IN LOS ANGELES COUNTY, CALIFORNIA.

If you intend to seek arbitration, you must first send a writtenNotice of Dispute to us via certified mail at 650 South Hill Street, Suite 917,Los Angeles, California 90014 describing the nature of the claim and thespecific relief sough. The notice should also be e-mailed to [email protected] we cannot reach a resolution within 30 days after our receipt of the Noticeof Dispute, then you or we can commence arbitration with the AmericanArbitration Association. The arbitration shall be conducted under theCommercial Arbitration Rules of the American Arbitration Association, unlessyou are able to show that you are a consumer, in which event (1) the ConsumerArbitration Rules of the American Arbitration Association will apply, and (2) wewill pay any filing fees in excess of what you would have had to pay for filinga lawsuit in state or federal court (whichever is greater) in the judicialdistrict where you reside. The arbitrator’s judgment shall be final,non-appealable, and binding, and the judgment shall be enforceable in state orfederal court. Each Party shall be responsible for their own fees and costs fortheir attorneys and expert witnesses. The arbitrator may only award money orequitable relief to the extent necessary to provide relief warranted for theParty’s claim.

If you are not an incorporated entity or if the CommercialArbitration Rules of the American Arbitration Association are not applicable,then the Consumer Arbitration Rules of the American Arbitration Associationwill apply. All other terms of this arbitration section shall apply.

  1. General Provisions:
    1. Compliance. You agree that you will comply with allapplicable laws and regulations when using our Site.
    1. Termination.  The Terms are effective until terminated by us. We may terminateat any time without notice or suspend or terminate your access and use of our Siteat any time, with or without cause, in our absolute discretion and withoutnotice. The following provisions shall survive termination of your use oraccess to our Site: the sections concerning Warranties, Limitation ofLiability, Waiver, Applicable Law and Dispute Resolution, Severability, GeneralProvisions, and other provision that by its nature would be expected to survivetermination of your use or access to our Site.
    1. Waiver. Failure by us to enforce any of ourrights under the Terms shall not be construed as a waiver of those rights orany other rights in any way whatsoever.
    1. Additional Terms. The Terms shall be subject to anyother agreements you have entered into with us. Certain sections or pages ofour Site may contain separate terms and conditions. In the event of a conflict,the additional terms and conditions will govern those sections or pages.
    1. No Partnership. Nothing in these Terms shall create anemployee/employer relationship, partnership, joint venture, orfranchise/franchiser relationship.
    1. Severability. If any portion or provision of theseTerms is found to be invalid or unenforceable, the remaining portions andprovisions shall remain in full force and effect.
    1. Changes.  We reserve the right to amend, modify, or and/change these Termsat any time and without prior notice. If we decide to change our Terms, we willconspicuously post a link to the updated Terms in places on our website that wedeem appropriate. By continuing to our Site, you hereby consent to any suchchanges.
    1. Assignment. We may assign these Terms and/or anyrights herein to a third party without the need for written permission andwithout notice. However, you may not assign these Terms or your account to a thirdparty without first obtaining written consent from us.
    1. Entire Terms. These Terms supersede any prior termsto which we may have been bound. The Terms shall be binding on, inure to thebenefit of, and be enforceable against the Parties and any respectivesuccessors and assigns. You may not assign any rights or obligations underthese Terms to a third party without express written consent from us.
    1. Governing Law. This Agreement shall be governed andinterpreted under the laws of the State of Delaware.

CONTACT US:

GemCrowd.com, Inc.

650 South Hill Street, Suite 917

Los Angeles, California 90014

[email protected]

Ⓒ Copyright 2020 GEMCROWD.COM, INC.

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