Terms of Use

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.

The Site (“Website”)

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.

These terms (the “Terms”) tell you the basis on which you may use our Website and Platform whether as a Guest, Investor, or Company. In addition, these terms govern your access to information and materials on this Website (“collectively, the “Content”). If you are a paying customer of our Services, depending on the type of customer you are, you are also subject to additional terms and conditions. If the terms of those other agreements conflict with these Terms of Use, then the terms of those other agreements shall prevail. Otherwise, these Terms of Use shall remain in force.

Incorporated Agreements

The terms and provisions of the following agreements and other documents are incorporated into this Agreement:

RedCrow’s Listing Agreement;
RedCrow’s Disclaimer Statement;
For Reg D Offerings, the Company’s offering circular (the “Offering Circular”);
For Reg CF Offerings, the Company Form C; and
For Reg A Offerings, the Company’s 1A Filing
Any other information provided to you via the Website with respect to a Company or an Offering.

By accessing or using this Website, you agree that you have read, understood, and accept these Terms, our Privacy Policy, and all of our other policies and agreements. Please read all terms and agreements carefully. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR CONTENT.

RedCrow reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, RedCrow grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website. RedCrow also reserves the right to change, suspend or discontinue any Service or any of its features at any time for any reason. RedCrow may also impose certain limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

Eligibility

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.

Use of Website

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.

User Registration

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.

User Representation & Warranties

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:

disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms ("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;
copy or adapt the Site's software, including, but not limited to Flash, PHP, HTML, JavaScript or other code; reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Site creates to generate web pages or any software or other products or processes accessible through the Site;
except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Site, or use or launch any unauthorized script or other software;
fabricate any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Site to send altered, deceptive or false source-identifying information;
disguise the source of materials or other information you submit to the Site or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Site;
interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Service, content or user content;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Site, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Site.

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.

Third-Party Sites and Service Providers

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.

Securities Products

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.

Investment Warnings

Our invest platform offers qualified investors the opportunity to invest in companies listed on the Platform. Please note:

Discovery Platform

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.

Invest Platform

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.

Company Accounts

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.

Prospective Investors

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.

Investor and Issuer Communication Guidelines

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:

We do not offer investment advice or make recommendations regarding the appropriateness of any particular investment for any particular investor. We are not investment advisers. Investors must make their own investment decisions, either alone or with their personal advisors.
Investing in the companies on our Platform is risky and unpredictable. Investing in startups, emerging businesses and small issuers is extremely risky, and your investment will be illiquid for the foreseeable future.
You should invest in companies listed at the Platform only if you understand that you can lose your entire investment and can afford such a loss.
Companies on the Platform may provide potential investors with financial projections. All these financial projections are only estimates based on current conditions and current assumptions. The actual result of any investment is likely to be different from the original projection, often by a large amount. Neither we nor anyone else guarantees the results reflected in financial projections.
Neither the Securities and Exchange Commission nor any state agency has reviewed the investment opportunities listed on the Platform.
Companies that appear only on the Discovery Platform are not available for investment.

SPAM
Direct or indirect solicitation of or promotion with respect to securities offerings on other sites. Direct or indirect solicitation of or promotion with respect to securities offerings on other sites may be misleading, are not permitted and will be removed. This includes both direct solicitation or comments purporting to be genuine comments but that indirectly promote other offerings. Commenters who genuinely wish to compare offerings made on other sites should raise specific questions about the issuer’s business, prospects or valuation
Comments that include language, which is discriminatory, offensive, fraudulent, unlawful, threatening, libelous or otherwise defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise would violate any law or regulation
Comments from Users of the Site, or any services and or tools, if they are temporarily, or indefinitely, suspended from using the Site, services or any tools
Comments which attempt to collect personal information about other Users.
Duplicate comments
Comments which are not compliant, and have been posted by the issuer
Comments which include direct email addresses and suggest communication outside of the platform.

Content User Limitation

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.

Submitting Content

You submit Content (such as by posting on blogs or discussion boards) subject to the following rules:

You grant to us and other Users a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses, your Content, and to sublicense the same rights regarding your Content to others, with or without compensation. We will not pay compensation to you for any such use.
Your privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guaranty that that other Users will use your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Please use caution.
You shall be solely responsible for any damage or loss to any person or entity caused by your Content.
If you suggest improvements to the Website or our business, we may use your suggestions without acknowledging that they came from you or paying you for them.
We reserve the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. We also reserve the right not to comment on the reasons for any of these actions.

Code of Conduct

You shall not do any of the following (as determined by RedCrow in its sole discretion):

Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable;
Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent;
Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing;
Post Content that is false, misleading, or inaccurate;
Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
Use the Service to artificially generate traffic or page links;
Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
Use the Website in a manner that could disable, overburden, or impair the Website or interfere with any other person's or entity's use and enjoyment of the Website, such as through sending "spam" email;
Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Website; or
Use the Website to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.

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.

Our Obligation to Enforce Code of Conduct

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.

Our Right to Monitor

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.

Tracking Visits and Use

To improve the Website and for our own business purposes, we may compile records of your visits to the Website and/or your visits to or use of various elements of the Website (for example, how many investment opportunities you view). All of this information belongs to us, is confidential and is subject to our Privacy Policy.

Our Right to Terminate Use

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.

Permission to Use Information

Subject to our Privacy Policy , you hereby give permission to us and to our third-party suppliers and service providers to use the information you provide in any way we believe necessary or appropriate to provide the Services.

Electronic Delivery

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.

Our Right to Conduct Background Checks

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.

Platform Fees and Payment Terms

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.

Disparagement

You shall not disparage RedCrow, its affiliates, the Website, or any other User.

Your Duty of Confidentiality

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:

Our business policies and practices, strategic plans, pricing, financial information and projections, marketing information and strategies;
The names of Users;
Information relating to projects listed on the Website, including but not limited to financial projections, project details, and the names of project sponsors, borrowers, and investors;
Confidential information of our third-party suppliers and service providers; and
Information received from third parties that we are obligated to treat as confidential.

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.

Your Duty of Non-Solicitation

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:

You will not contact any company that you first learned of on the Website for any purpose other than to invest in the company through the Website. For example, you will not contact a company to suggest that it seek capital elsewhere.
You will not contact any employees of RedCrow or its affiliates in an effort to hire them yourself, or to persuade them to work for someone else or to terminate their employment by RedCrow.
You will not contact any other Users in an effort to persuade them to use any competitive site, or to invest in any companies other than those listed on the Website, or to stop using the Website.

Copyright

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):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Website, sufficient for RedCrow to locate the material;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

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):

A physical or electronic signature of the User of the Services;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement made under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
The User's name, address, telephone number, and a statement that the User consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the User's address is outside of the United States, for any judicial district in which the service provider may be found, and that the User will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

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 legal@alirahealth.com.

Ownership of Intellectual Property

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.

Except as expressly provided in these Terms of Use, no part of the Website and no Content maybe be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, without RedCrow’s express written consent.

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.

Data Breaches

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.

Our Business Continuity Plan

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.

Disclaimers & Limitations of Liability

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:

DOES NOT GUARANTEE, AND EXPRESSLY EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ITS CONTENT AND PROFESSIONAL SERVICES, WHETHER PROVIDED BY REDCROW, OUR AFFILIATES, OUR CUSTOMERS, COMPANIES SEEKING INVESTMENT, ADVISORS, INVESTORS OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES, ERRORS, OR OMISSIONS IN THE PLATFORM, ITS CONTENT, FINANCIAL ADVICE, AND/OR MARKETING MATERIALS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU;
EXCLUDES ALL LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, DELAY, OR UNAVAILABILITY OF THE PLATFORM AND ITS CONTENT, INCLUDING LOSS OF MONEY, INABILITY TO CONCLUDE AN INVESTMENT, SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND FOR ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON. UNDER NO CIRCUMSTANCES WILL REDCROW OR ITS AFFILIATES, ADVISORS AND VENDORS BE LIABLE FOR ANY DAMAGES, INCLUDING GENERAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE SERVICS, PLATFORM, THE CONTENT, OR ANY THIRD-PARTY WEBSITE THAT IS LINKED TO BY THE PLATFORM, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF REDCROW IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.
Is not liable for any defamatory, offensive or illegal conduct of any Platform user. Your sole remedy for dissatisfaction with the Platform is to stop using the Platform. If using materials from the Platform results in the need for servicing, repair or correction of equipment or data, you assume any costs; and,
If any or all the foregoing limitations are found to be invalid, in whole or in part, you agree that our total liability for all damages, losses, or causes of action of any kind or nature shall be limited to compensatory damages and limited to the greatest extent permitted by applicable law.

Indemnity

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.

Your Disputes with Other Users

You shall not include us in or make us a party to any dispute you have with another User.

Assignment

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.

Third Party Beneficiaries

Our third-party suppliers and service providers are intended beneficiaries of this Agreement, with respect to the terms that apply to them.

Authority

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.

Governing Law

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.

Mandatory Arbitration

You agree that:

Any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Website or our Services, Privacy Policy, or Terms of Use that you may have against RedCrow, other than Excluded Claims (as defined below), shall be resolved exclusively by arbitration, rather than through the court system.
Any claim we may have against you arising out of your activities with respect to the Website, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.
Any such arbitration shall be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures") (available at http://www.adr.org).
The arbitration shall be held in Marin County, California, or at another location that you and we select by mutual agreement.
There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated (the "Individual-Claims-Only Requirement").

The term “Excluded Claims” means:

A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.
Claims explicitly covered by another agreement, such as a Subscription Agreement, Investment Agreement, or Operating Agreement.
Claims between you and another User.
Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.

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.

Survival of Terms

This Agreement shall continue to apply even if you are no longer a User.

Miscellaneous

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.

General

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.