RedCrow Crowd, Inc. Listing Agreement

1) Company Listing

1. This Listing Agreement is a contract between You (“Company” or “You”) and Red Crow Crowd, Inc. (“RedCrow”), (together, the “Parties”).
2. Your company listing (“Listing”) will continue and automatically renew until terminated. To use RedCrow services you must have Internet access and provide RedCrow with one or more payment methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time.
3. RedCrow may offer a number of service plans, including services offered by third parties, some of which may be affiliated with RedCrow, in conjunction with the provision of RedCrow’s services. RedCrow is not responsible for the services provided by such third parties. Any third-party services will be subject to differing conditions and agreements, which will be disclosed to you at the time you agree to the third-party service.

2) Platform and Services

1. Overview. RedCrow makes the RedCrow web-based platform and related services (the “Platform”) available to You providing access to services and interaction with third parties via the services (the “Services”). Your use of the Platform is subject to Company’s compliance with the terms of this Agreement and Terms of Use found on the redcrow.com website. Company is solely responsible for obtaining and maintaining all equipment and services needed for Company’s access to and use of the Platform as well as for paying any related charges.
2. Private Data Room. RedCrow provides Company with a data room (“Data Room”) to allow Company to organize and market material information on Company and its Offering, and to allow Company to solicit investors and engage with third party audiences.
3. Investment Platform. If approved by RedCrow, Company may offer its securities to investors through an engagement with a RedCrow affiliated funding portal or placement agent.
4. Third Party Services. The use of certain services may require Company to visit or otherwise use certain third-party services, including but not limited to payment processing or electronic document signatures, which shall be subject to the third parties’ own terms of use and Agreements. For the avoidance of doubt, the services do not include and this Agreement does not apply to third party software code hosting sites that are linked to or otherwise referenced from the Platform, or placement agent and/or broker-dealer services for Company’s private placement capital raise, the use of which is subject to separate agreements with third parties.
5. Accounts. To make use of many of the services on the Platform, You will need to create a Company Account. You may only create an Account through the interface provided by RedCrow. You may not create Accounts for others or use an automated process to create Accounts. You are responsible for ensuring the security of Company’s user login credentials, including the use of secure passwords. You will promptly notify RedCrow if you become aware of any actual or likely misuse of Company’s account. You acknowledge and consent to RedCrow using and sharing yours and Company’s information to prevent fraud. Some information requested during registration of Company’s Account is mandatory and you must provide this information in order to create an Account; other information is optional and you may choose whether to provide it. Creation of an Account may be subject to requests for more information, review, and/or approval by RedCrow in its sole discretion. In order to provide an integrated Platform and collection of related services, your Account may be used across the Platform and may incorporate information received through Company’s use of the different services.
6. Not a Backup or Storage Site. The Platform is intended solely to provide Company and third parties access to and use of the services. It is not intended for use as a data backup or storage site. You are solely responsible for ensuring you maintain copies of any of Company’s content. Except as may be required under applicable data privacy or other regulations, RedCrow is under no obligation to provide Company with access to any data or other materials stored on the Platform or to ensure their reliability and availability.
7. Modifications. RedCrow may alter the Platform, services and Content and/or may choose to modify, suspend, or discontinue the Platform and services at any time and without notifying Company. RedCrow may also change, update, add or remove provisions (collectively, “Modifications”) of the Agreement from time to time. RedCrow will make any modified versions of the Agreement available by posting them on the Website. If Company objects to any such Modifications, Company’s sole recourse shall be to cease all use of the Platform. Continued use of any part of the Platform following notice of any such Modifications indicates Company acknowledges and agrees to be bound by the Modifications.
8. Additional Services and Terms. Additional services and terms will apply to each service, as set forth in each service’s specific agreements and the Terms of Use, on redcrow.com.
9. Suspension. If Company uses the Platform or services in a manner that RedCrow believes in its sole discretion (a) is contrary to RedCrow’s acceptable use, or (b) is harmful to the Platform, the services, or other users of the Platform or services, then RedCrow may suspend Company’s Account or Company’s use of the Platform or any Services.
10. Limited License. RedCrow will grant Company a non-exclusive license to use the Platform for the Term.

3) Term

1. Term. The term of this Agreement shall commence as of the date that Company accepts the Agreement by creating an Account or by otherwise making use of the Platform or the Services, and shall continue until terminated as set forth herein.
2. Termination by Company. Company may terminate this Agreement at any time by closing the Account and ceasing all subsequent use of the Platform and the Services.
3. Termination by RedCrow. The Agreement shall be terminated without notice effective upon Company’s breach of its terms, RedCrow website’s Terms of Use, and this Agreement. RedCrow may terminate this Agreement at any time by closing Company’s Account; by otherwise disabling Company’s access to the Platform or the Services; or by attempting to provide Company with notice of termination.
4. Effect of Termination. Upon the termination of the Agreement, Company shall cease all subsequent use of the Platform and the services and shall delete or destroy copies Company has made of RedCrow content. If the Agreement was terminated by Company without breach, the Company may re-accept the Agreement at a later time and create a new Account. If the Agreement was terminated by RedCrow, then Company shall not attempt to circumvent termination by creating a separate Account using different identifying information.
5. In the event of termination, RedCrow shall be immediately paid in full on all items of compensation and expenses (including any amounts deferred) payable to RedCrow pursuant hereto, as of the date of termination.

4) Fees and Expenses

1. Listing Fees. Company will pay RedCrow a monthly listing fee “Listing Fee” of Five Hundred Dollars (“$500”) per month.
2. Due Diligence Reports. Monthly fees do not cover any Due Diligence Reports. Separate agreements and fee schedules will apply to any due diligence services.
3. Fee Reduction. Fees may be reduced on a case-by-case basis. Any alteration to the Fees shall not be interpreted to be or constitute an amendment or general waiver of the Fees or other terms of this Agreement unless specifically set forth by RedCrow in writing.

5) RedCrow’s Representations and Warranties

1. RedCrow is not a registered broker-dealer and is not required to be registered as a broker or dealer for the terms of this Agreement to be performed under applicable federal and state securities laws.
2. This Agreement does not impose fiduciary obligations on RedCrow.
3. RedCrow is not obligated to perform any additional services beyond this Agreement.

6) Company’s Representations and Warranties

1. Company represents it has read, understands, and agrees to these Terms, Privacy Policy, and all other disclosures and agreements on redcrow.com.
2. Company has all requisite power and authority to enter into this Agreement.
3. Company acknowledges that RedCrow has not made any representations or guarantees to Company, other than those expressly set forth in this Agreement, including but not limited to any promises concerning the likelihood of Company’s success in any securities offering.
4. Company shall ensure the marketing and promotional activities it engages in, as related to the Offering, are not materially misleading.
5. Company acknowledges that RedCrow owes no fiduciary obligations to Company.

7) Governing Law; Arbitration

1. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of California, without giving effect to the provisions, policies or principles thereof relating to the choice or conflict of laws, provided that nothing herein shall be construed in a manner inconsistent with any law.
2. Any claim or dispute arising under this Agreement may only be brought in arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the rules of JAMS, with venue in San Francisco, California. Each of the Parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue, or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all Parties and judgement on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees.

8) Disclaimers of Warranties and Limitations on Liability

THE SERVICES, INCLUDING ALL CONTENT THEREIN, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. REDCROW DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE SERVICES, INCLUDING ALL CONTENT THEREIN, IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. REDCROW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REDCROW DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION CONTAINED WITHIN OR PROVIDED THROUGH THE SERVICES. REDCROW DOES NOT WARRANT THAT THE SERVICES OR SERVICES’ CONTENT OR THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

REDCROW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE SERVICES. IN NO EVENT SHALL REDCROW, ITS PARENT OR ITS SUBSIDIARY OR AFFILIATED COMPANIES, OR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (COLLECTIVELY, “RELEASED PARTIES”), BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS, OR EXPENSES WHATSOEVER, INCLUDING WITHOUT LIMITATION, RESULTING FROM (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO, FROM OR VIA THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USE OF THE SERVICES OR, (VI) OTHERWISE RESULTING FROM THE USE OF THE SERVICES.

9) Arbitration Agreement

The Parties hereby agree that any controversy under or in connection with this Agreement will be subject to arbitration pursuant to Section 7 and agree and acknowledge the following with respect to arbitration proceedings:

Arbitration is final and binding on the Parties; The Parties are waiving their right to seek remedies in court, including the right to a jury trial; Pre-arbitration discovery generally is more limited than and different from court proceedings; The arbitrators’ award is not required to include factual findings or legal reasoning; and A Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

10) Notices

1. RedCrow will send Company information relating to your account (e.g., payment authorizations, invoices, changes in password or payment method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. Company agrees that any notices, agreements, disclosures or other communications that RedCrow sends to Company electronically will satisfy any legal communication requirements, including that such communications be in writing.

11) Miscellaneous

1. RedCrow and the Company agree that the provisions of this Agreement are intended exclusively for the benefit of RedCrow and the Company. Nothing in this Agreement shall be construed as giving any other person or entity any right, remedy, or claim under or in respect of this Agreement or any provision hereof.
2. Each Party hereby agrees to keep confidential any confidential information provided by the other Party in connection with this Agreement, and not to use or disclose such information without the other Party’s prior written consent.
3. During the Term of this Agreement, Company may generally use RedCrow’s name, logo, and trademarks on its website and other marketing materials so long as the use of RedCrow’s name, logo or trademarks is not used in a manner that implies the Company’s products, services or securities offerings are endorsed, recommended, or vetted by RedCrow, or that Company or its agents are authorized to act as a representative or Sub-Agent of RedCrow.
4. This Agreement sets forth the entire agreement between the Parties hereto and replaces and supersedes all other understandings, commitments, and agreements relating to the subject matter hereof.
5. This Agreement may be assigned only with the prior written consent of the Parties hereto.
6. No waiver of any provision of this Agreement or the performance thereof shall be effective unless in writing signed by the Party making such waiver or shall be deemed to be a waiver of any other provision or the performance thereof or of any future performance.
7. If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain enforceable to the extent permissible.
8. The Parties hereto expressly agree that nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or any fiduciary relationship between RedCrow and the Company. Neither Party has assumed an advisory or fiduciary responsibility in favor of the other Party, nor any other obligation to the other Party except the obligations expressly set forth in this Agreement.
9. This Agreement is intended solely for the benefit of the Parties hereto and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon, or creating any rights in favor of, any person other than the Parties hereto.