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Thank you for visiting www.RedCrow.com’s website (the “Website” or “Site”). This website is operated by Red Crow Crowd Inc. (“RedCrow” or “we” or “us” or “our”), which is not a registered broker-dealer or funding portal and is not a member of FINRA. Sections of this website are used by RedCrow Securities (FINRA CRD No. 140203) ((“RedCrow Securities”), a SEC registered broker-dealer and member of FINRA. All securities-related activity is conducted by RedCrow Securities, located at 1 Grant St, Framingham, Massachusetts 01702. Neither RedCrow nor RedCrow Securities provides investment advice or makes investment recommendations on this website; nothing posted on the Site should be construed as such. No communication, through this website or in any other sections of this website or medium should be construed as a recommendation or endorsement for any security offered on or off this investment platform.
PLEASE READ THIS AGREEMENT CAREFULLY.
RedCrow brings together companies seeking capital (“Company or “Companies”) and prospective investors (“Investor or Investors”), collectively (“Users” “Guests” or “You”) through its website platform (the “Platform”). RedCrow’s Platform allows Companies to post information about their business, fundraising plans, solicit feedback, and test interest from prospective investors and industry advisers to assist in improving their fundraising pitches and presentations. Prospective Investors can explore investment opportunities (collectively, the “Service” or “Services”).
If you elect to participate in a securities transaction, such transaction will be conducted through the appropriate registered securities entity, RedCrow Securities.
The terms and provisions of the following agreements and other documents are incorporated into this Agreement:
You may use this Website provided that (i) you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, (ii) you are using the Website for your own personal use, (iii) you do not copy the Website or any part of it, (iv) you do not modify the Website or any part of it, and (v) you comply with all applicable laws, rules, regulations, and court orders. If you are not, you must stop using the Website.
We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
You shall use the Website only for the purpose for which it was intended, i.e., to browse investment opportunities or register your company on the Platform. You are responsible for all of your activity in connection with the Service.
You may browse the Website without registering, but as a condition of using certain aspects of the Service, you may be required to register with RedCrow and create an account. You promise to provide accurate, complete, and updated registration information. You shall not create an account name, user ID, or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene, as determined by RedCrow in its sole discretion. RedCrow reserves the right in its sole discretion to refuse registration of or cancel an account.
If you establish an account on this Website, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify RedCrow of any unauthorized use of your password or user ID or any other breach of security.
We will treat anyone who uses your account and password as "you" for all purposes, and we will hold you responsible for the activities of the person using your password. You shall never allow any other person to use your account, nor shall you use the account of any other User. You shall immediately notify RedCrow in writing of any unauthorized use of your account, or other known account-related security breach.
By registering as a user on https://www.redcrow.com/ you are entering into a legally binding agreement with Red Crow Crowd Inc.
You represent that all information that you provide to RedCrow and/or its affiliates or authorized representatives and agents (the "RedCrow Parties") or through the RedCrow Parties' site (the "Site") is accurate, compete and truthful. You acknowledge and agree that the RedCrow Parties are entitled to rely upon the information you provide as true, accurate and complete without independent verification.
User Guidelines - Prohibited Activities In using our Site you will not:
Please be aware that the RedCrow Parties will fully cooperate with any law enforcement authorities’ validly issued court orders and subpoenas requesting or directing the RedCrow Parties to disclose the identity of anyone posting any information or materials on the Site who is alleged to have engaged in violative conduct and assumes no obligation to give you prior notice of such disclosure.
To use the Services, you may be required to visit other websites or use other service providers, including third parties for software, payment processing or electronic document signatures. In addition, the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Website. When you access third-party websites or services, you do so at your own risk. Those other websites and services are not under RedCrow’s control, and you acknowledge that RedCrow is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the website does not imply endorsement by or affiliation with the RedCrow. You further acknowledge and agree that RedCrow shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website, resource or service or for any breaches of your personal information that occur through such third-party websites or services.
None of the information contained in the website constitutes a recommendation by RedCrow or its affiliates to buy or sell any securities or other financial instruments or other assets or provide any investment advice or service. The information contained in the Website has been prepared without reference to any particular user's investment requirements or financial situation. The information and services provided on the Website are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or where we are not authorized to provide such information or services. Some products and services described in the Website may not be available in all jurisdictions or to all customers.
Our invest platform offers qualified investors the opportunity to invest in companies listed on the Platform. Please note:
The Discovery platform features early-stage companies that might be under consideration for fundraising on Platform. These companies are not currently raising capital on our Website, and we may not have performed any due diligence or verified that the information they’ve posted is accurate.
The Invest Platform allows users to explore companies actively seeking funds from investors. These are companies that have Regulation A, D, or CF offerings, allowing their investment details to be marketed to the general public of investors. Note: RedCrow is not an investment adviser. Any business and scientific, legal, or third-party reports posted on RedCrow’s website does not imply a recommendation or endorsement by RedCrow.
Each Company that uses the Platform to post company information and/or offering information, to seek feedback on the Company, or to solicit investors, agrees to adhere to these Terms. All Content posted on the Platform must be truthful, accurate, contain no untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. Each Company is responsible for the Content posted on the Platform along with any associated users of the Company and warrants that all posts and Content on the Platform will comply with all applicable laws, regulations, regulatory authority powers, and all other applicable laws. The Company is responsible for determining the suitability of any prospective investor. Companies are advised to consult with appropriate and qualified legal counsel before making or registering any offering.
RedCrow is not obligated to monitor or edit Content posted to the site by users. RedCrow may remove Content and Company’s account or page without notice for any unlawful or fraudulent Content. RedCrow may allow Company to repost Content after it is believed to be corrected, however, RedCrow may also ban Company from the Platform at RedCrow’s sole discretion. The company provides RedCrow and its affiliates an irrevocable, non-exclusive license to the Content posted by Company.
All securities-related activity is conducted by RedCrow Securities (FINRA CRD No. 140203). RedCrow facilitates securities offerings (the "Offerings") of companies offered by RedCrow Securities. Each offering relies on a registration exemption. If you participate in a Regulation CF, Regulation D or Regulation A Offering, this Agreement is also between you and RedCrow Securities.
Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings. While you may be asked about your identity, individual financial circumstance and investment experience and sophistication during your engagement with the Platform, RedCrow Securities and its advisors and vendors are not responsible to verify the veracity of the information that you provide, even if you certify to its truth or undergo a suitability review. RedCrow Securities and the companies seeking investment are relying on your representations with respect to your investment experience, your financial status and your eligibility to invest. You may be held personally liable for your fraud, negligence and other bad acts that may result from any false representations you make.
You are encouraged to seek personal professional advice from qualified and licensed professionals and You are solely responsible for your investment decisions. Any person or entity that is considering making or makes an investment with a Company that posts its fundraising plans on the Platform does so at his or her own risk. No Content or information on the Platform is a replacement for performing your own due diligence, exercising good judgment and seeking financial, investment, tax or legal advice from qualified and licensed professionals with knowledge of your personal circumstances. Any representatives working for or with RedCrow or communicating with you or users in general through the Platform are not your personal advisors and do not have knowledge about your personal circumstances and anything they post may not be accurate to your situation and you agree that you shall not rely on Content on the Platform in making personal decisions about an investment or the potential legal, tax or financial consequences of such investment.
Offerings under Regulation Crowdfunding (“Reg CF”) are required to have online communication channels that are monitored by the RedCrow Parties. These communication channels are for the purpose of prospective investors engaging in dialog with each other and the issuer in any particular offering. Any individual who promoted an offering in exchange for compensation, or who is a founder, or an employee of an issuer must disclose the fact that he or she is engaging in promotional activities on behalf of the issuer. Issuers are encouraged to participate in the communication channels so long as comments adhere to the following guidelines and do not violate the communication requirements as outlined in Regulation Crowdfunding. The following types of comments are not permitted and will be removed:
Your use of the Platform and its Content may only be used for the lawful and intended purposes expressly authorized by RedCrow. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Misuse of the Platform, or violation of the agreed Terms or any applicable laws or regulations, permit RedCrow to terminate your account and access to the Platform without notice and report you to appropriate authorities.
You submit Content (such as by posting on blogs or discussion boards) subject to the following rules:
You shall not do any of the following (as determined by RedCrow in its sole discretion):
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by RedCrow in its sole discretion) an unreasonable or disproportionately large load on RedCrow’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures RedCrow may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website. You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Website for violations and are not liable for any harm or damages caused to any Users by another User’s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.
We may: (i) monitor your use of the Website, including email, and other Content you transmit through the Website, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You may not expect that communications through the Website will remain private from us.
We and third-party service providers reserve the right, with or without notice, to terminate or suspend your access to some or all of the Website if we conclude, in our sole discretion, that you have breached this Agreement or our Code of Conduct.
You consent to receive from RedCrow all communications including notices to you, agreements, legally required disclosures, or other information in connection with the Services electronically. RedCrow may provide the electronic notices by posting them on the Website. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.
By subscribing for any investment opportunity listed on the Website, you give us permission to conduct background checks on you – for example, credit checks, checks to ensure compliance with anti-terrorism and anti-money laundering laws, and other background checks we believe are necessary to comply with law or protect our interests or the interests of other Users.
Use of the Platform may be subject to certain fees or charges (collectively the “Fees”). Monthly Membership fees for RedCrow services and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your payment method on the “Account” page. “Payment Method” means a current, valid, accepted method of payment, updated from time to time. For additional services, RedCrow will invoice your business for fees due using the contact information you have provided to RedCrow. Prompt payment of fees in accordance with payment terms is required to maintain your Company's listing on the Platform. All Fees are non-refundable. Penalties may be applied for late payments. Third party service costs that are incurred on behalf of a Company by RedCrow will be paid by Company. You should check periodically for changes to the fees to stay up to date on them.
You shall not disparage RedCrow, its affiliates, the Website, or any other User.
The term “Confidential Information” means information (i) that is designated as “Confidential” or "Proprietary" at the time of disclosure or within a reasonable period thereafter, (ii) that is available only to Users who have registered at the Website, or (iii) that a reasonable person would understand to be Confidential. Confidential Information includes:
You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as permitted by the Website. You shall use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans, and in no event less than a reasonable degree of care.
Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process, provided that you promptly notify us in advance so we can seek a protective order or other relief, and then only in accordance with the terms of such order.
During the period that begins on the first date you use the Website and ends two years after the last time you browse or use the Website:
RedCrow shall remove infringing materials in accordance with the Digital Millennium Copyright Act (the"Act") if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify RedCrow in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
If you believe that your work has been removed or disabled by mistake or misidentification, please notify RedCrow in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is: Betty Edery email@example.com.
RedCrow owns or has the legal right to use all of the intellectual property associated with the Website and the Services. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of Content, contained on the Website is owned, controlled, or licensed by RedCrow, and is protected by trade dress, copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws. Similarly, our third-party suppliers and service providers own or have the legal right to use all of the intellectual property associated with the services and technology they provide.
You have no interest in any of the intellectual property described above, other than the right (which we may terminate or suspend) to use the Website and the Services in accordance with this Agreement. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property or the intellectual property of our third-party suppliers and service providers in any way.
In accordance with the Digital Millennium Copyright Act, RedCrow has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. RedCrow also may terminate User accounts based even on a single infringement.
If you give feedback on the Website, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Website without compensation to you. We reserve all rights in and to the Website unless we expressly state otherwise.
You may download publicly-available Content on this Website only for your personal, non-commercial use, provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if your copying or use of copyrighted materials on this Website is other than “fair use” under federal copyright laws, you must seek permission directly from us.
Although we will try to protect the privacy of the information you provide to us, we cannot guaranty that our systems will not be breached, just as the systems of large retailers, banks, and even governmental agencies have been breached. In addition, to when you use our Services you might be required or permitted to visit other websites. We take no responsibility for the security of their systems.
We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting RedCrow’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit RedCrow to resume operations as quickly as possible, given the scope and severity of the significant business disruption. Our Business Continuity Plan addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.
The Services, Platform and its Content are provided on an "as is" and “as available” basis and use of the Platform or Services in any manner is solely at your own risk. To the fullest extent permitted by law, RedCrow:
You hereby agree to defend, indemnify, and hold harmless RedCrow, third-party providers, its affiliates, and each of its and its affiliates’ employees, contractors, directors, managers, agents, members, shareholders, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service, Platform, and Content, including through third-party websites, or otherwise from your submissions, violation of the this Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. RedCrow reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with RedCrow in asserting any available defenses.
You shall not include us in or make us a party to any dispute you have with another User.
You shall not assign any part of your interest in this Agreement, or transfer your User account, to another person. RedCrow may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
Our third-party suppliers and service providers are intended beneficiaries of this Agreement, with respect to the terms that apply to them.
You represent and warrant that: (a) you have the power and authority to enter into this Agreement; (b) this Agreement is entered into by an employee or agent with all necessary authority to bind such party to the terms and conditions of this Agreement and (c) its execution of this Agreement does not violate any other agreement by which it is bound.
This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that RedCrow and its Services are deemed a passive website that does not give rise to personal jurisdiction over RedCrow or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of California.
You agree that:
The term “Excluded Claims” means:
Excluded Claims may be subject to arbitration if, and only if, a separate agreement so provides. Otherwise, Excluded Claims shall be adjudicated through the court system as set forth in this Agreement.
This Agreement shall continue to apply even if you are no longer a User.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced, provided that each party can obtain substantially all of the benefits contemplated initially. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our rights with respect to subsequent breaches or other breaches.
If any provision of these Terms are unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. The failure by RedCrow to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. We will have the right to use for any purpose, free of charge, all information or content submitted via this Website except those submissions made under separate legal contract.
If you have any questions about this Agreement, the Website, or the Services, please contact us at: firstname.lastname@example.org
Important Disclaimer Statement
The www.RedCrow.com website (the “Website” or “Site”) is operated by Red Crow Crowd Inc. (“RedCrow”), which is not a registered broker-dealer or funding portal and is not a member of FINRA. Sections of this website are used by RedCrow Securities (FINRA CRD No. 140203) ("RedCrow Securities"), a SEC registered broker-dealer and member of FINRA. All securities-related activity is conducted by RedCrow Securities, located at 1 Grant St, Framingham, Massachusetts 01702. Neither RedCrow nor RedCrow Securities provides investment advice or makes investment recommendations on this website; nothing posted on the Site should be construed as such. No communication, through this website or in any other sections of this website or medium should be construed as a recommendation for any security offered on or off this investment platform.
You should carefully review the complete offering materials and all risk factors prior to investing in any offering. RedCrow and its affiliates do not offer investment advice, nor do they endorse or recommend investments in any company or the suitability of an investment for any particular investor. In making an investment decision, investors must rely on their own examination. Readiness Reports have been prepared solely for informative purposes and are not an endorsement or recommendation to invest in any company. Neither RedCrow, nor any of its affiliates, officers, directors, agents and employees, makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this website or the use of information on this website.
Investments involve high risk and investors should only invest money they can afford to lose entirely.