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    Vintro DealFlow Terms of Use

    Welcome to the Terms of Use for the DealFlow service offered by The Krowd Inc. These terms are between you and the The Krowd Inc. ("Vintro", "The Krowd", "we" or "us"). The entity contracting with you for your use of the Vintro service might change from time to time as we develop our business operations with or without prior notice (unless required by applicable law). "You" refers to You as a viewer of Digital Content, as defined in the section "THE SERVICE", offered through the Vintro DealFlow service. You are bound by other applicable terms with the The Krowd Inc. for alternative usage of Vintro Site and Services.

    Please read these terms, along with our Privacy Notice, and Vintro DealFlow Usage Rules applicable to you, and all other rules and policies related to the general Vintro site and services (including, but not limited to, any rules or usage provisions specified on any service page or on any help or other informational page for the Vintro service) (collectively, this "Agreement"). Each time you visit, browse, or use the Vintro DealFlow service, you accept this Agreement.

    1. THE SERVICE

    Vintro DealFlow (the "Service") is a personalized, on-demand and subscription service that offers, recommends and helps you discover and evaluate commercial opportunities, such as investment opportunities in companies, through a combination of recorded pitch videos, text, electronic documents, user commentary via video or audio, and/or other digital content (collectively, "Digital Content") and other services as provided in this Agreement. The Service also includes features of electronic communication ("Communication Features") including but not limited to electronic chat that allow you to communicate with other users of the Service. The availability and usage terms of Communication Features are described in the "Communication Features" section below.

    There are several ways to access the Service, Digital Content and Communication Features, including through the Vintro website or mobile apps (feature forthcoming as of the effective date of this Agreement). Your use of the Vintro DealFlow service through the website or mobile app are governed by this Agreement. If you are under 18 years of age, or the age of majority in your location, you may use the Service only with involvement of a parent or guardian. We may personalize content and features as part of the Services, including showing you recommendations on Digital Content, features and services that might be of interest to you. We also endeavor to continuously improve the Vintro services and your experience with them.

    2. COMPATIBLE DEVICES

    In order to acccess the Service, Digital Content and, if applicable, Communication Features, you will need to use a personal computer, hand-held mobile device, or other device that meets the system and compatibility requirements that we establish from time to time (a "Compatible Device").

    Some Compatible Devices may be used only to access Digital Content, some may be used only to access Communication Features, and some may be used to access all parts of the Service. We may change the requirements for Compatible Devices from time to time and, in some cases, whether a device is (or remains) a Compatible Device may depend on software or systems provided or maintained by the device manufacturer or other third parties. Accordingly, devices that are Compatible Devices at one time may cease to be Compatible Devices in the future.

    3. GEOGRAPHIC VARIABILITY

    Due to technical or local restrictions, the Service might not be available in all locations. The Digital Content and how we offer Digital Content to you might vary over time and by location. We reserve the right to use technologies to verify your geographic location so as to comply with relevant national laws and regulation. You may not use any technology or technique to obscure or disguise your location.

    4. DIGITAL CONTENT

    The Vintro platform is developed to enable bilateral communication between parties that present commercial opportunities ("Customers", otherwise known as Ventures and Buyers) and parties that control resources ("Leaders", otherwise known as "hosts). Customers could be individuals, sole proprietors, start-up companies, and any other type of entity attempting to promote a commercial opportunity. Leaders are typically high net worth investor, otherwise accredited or sophisticated investor, corporation, celebrity, and other person who control resources and governed by the Reviewer Terms of Service.

    Pitch videos, descriptive text, tags and other data (collectively, "Pitch Materials") are created and uploaded by Customers. Pitch Materials are made available by Vintro to certain Leaders at the Customer's direction. Leaders who receive Pitch Materials may record and reply to the Customer with video or audio commentary on the Pitch Materials (collectively, "Commentary"). Leaders may also unilaterally decline to comment on Pitch Materials without consequence. By default, Pitch Materials and Commentary are only distributed between the Customer and Leaders selected by the Customer.

    Certain Leaders, with Vintro's approval, allow Customers to send them Pitch Materials that can be made available to users of The Service ("Public Pitch"). Such Leaders will be referred to as "Hosts" hereafter. Public Pitches are a subset of Digital Content for the purposes of this agreement.

    Upon receiving a Public Pitch, Hosts consent to Vintro making their Commentary accessible to users of The Service, except when they decline to provide Commentary. Both the Customer submitting the Public Pitch and Hosts providing Commentary to the Public Pitch consent to Vintro's distribution of the Public Pitch and corresponding Commentary to users of The Service. They are the creators to Digital Content and Vintro functions as a publisher by offering the Service.

    4.1. General

    The Service may allow you to: (i) on a subscription basis, access Digital Content created in the subscription period only over an indefinite period of time ("Subscription Digital Content"), (ii) access Digital Content on a free, ad-supported or promotional basis for viewing over a limited or indefinite period of time ("Free Digital Content"). Digital Content may be available as Subscription Digital Content or Free Digital Content, or any combination of those, and in each case is subject to the limited license grant below.

    4.2. Usage Rules

    Your use of Digital Content is subject to the Vintro DealFlow Usage Rules (the "Usage Rules"). The Usage Rules provide important information, including the time period during which you are authorized to view different types of Digital Content (the "Access Period") and limitations on the number and type of Compatible Devices on which each type of Digital Content may be viewed.

    4.3. Subscriptions

    Subscriptions to a Host grants You access to Public Pitches received by the Host and the Host's Commentary to the Public Pitch while your subscription is valid and active. You do not have access to Pitch Materials sent to the Host other than those part of a Public Pitch. You do not have access to Commentary to Pitch Materials by the Host other than Commentary responding to a Public Pitch.Offers and pricing for subscriptions, the subscription services, and the extent of available Hosts to whom you can subscribe may change over time and by location without notice (except as may be required by applicable law). Unless otherwise indicated, any price changes are effective as of the beginning of the next subscription period. If you do not agree to a subscription change, you may cancel your subscription per the "Cancellation of Subscriptions" below. The pricing for subscriptions may include VAT and/or other taxes. Where applicable, such taxes will be collected by Vintro and remitted to local tax authorities. We make no guarantee as to the availability of specific Subscription Digital Content. The minimum amount of new Subscription Digital Content made available each month is specified in the "Service Level of Paid Subscriptions" section. Additional terms applicable to a subscription (such as the applicable cancellation and refund policy) will be indicated on the informational pages before you subscribe and on the subscription page where you confirm a subscription.The minimum period of subscription is three (3) months, and you may continue to subscribe in increments of three months (billing cycle). You must provide Vintro with a valid payment method or consent to additional future charges to an on-file payment method (further specified in the Payment Methods section below) when you subscribe to a Host. When You subscribe to a Host for the first time, the subscription is free till the end of that month. However, Digital Content made available to you during that time shall be deemed "Free Digital Content" for the purposes of this Agreement.You may subscribe to more than one Host at a time, and You will be billed by Vintro for all active subscriptions You maintain. Each month, Vintro will charge your payment methods on file for Hosts to whom you are actively subscribed and with whom you are starting a new subscription. Depending on the times you initiate different subscriptions, you may or may not be charged for a given month.Hosts' participation in The Service are strictly voluntary, and either they or Vintro may change or discontinue the features of their services, the content in their services, or their availability at any time. You will be notified when a Host is no longer part of the Service. If a applicable, you will receive a pro-rated refund for remaining time in the billing cycle of a paid subscription.

    4.4. Service Level for Subscription Digital Content

    For any paid subscription to a Host, they pledge to provide Commentary to at least three (3) public pitches. When they fail to meet such service level in any given month, you will receive a pro-rated refund for that month in the following month. There is no service level commitment for free subscriptions or promotional trials.

    4.5. Cancellation of Subscriptions

    For any active subscriptions you maintain, you may cancel the subscription any time by visiting Your Account and adjusting your subscription settings or by contacting Vintro customer service.If you chose to cancel a first-time subscription to a Host during the first month, you will not be charged for the subscription, but you will lose access to future Digital Content associated with that Host from the moment you confirm the cancellation.When you cancel a paid subscription to a Host during an active subscription, you will not receive any refunds for that billing cycle. You will continue to receive relevant Digital Content associated with that Host till the expiry of your subscription to that Host. You must cancel before a recurring charge is made for the next subscription billing cycle.

    4.6. Payment Methods

    If you sign up for subscriptions to The Service, you will be billed by us and the billing terms described below will apply to your subscription(s).

    • If we are unable to process your payment using your designated payment method, we reserve the right to charge any payment method we have on file for you.
    • If you purchase a subscription or start a promotional trial for a subscription, your subscription will automatically continue, and you authorize us (without further notice, unless required by applicable law) to collect the then-applicable periodic subscription fee including any taxes, using any payment method we have on file for you.
    • UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE PERIODIC SUBSCRIPTION FEE INCLUDING ANY TAXES, USING ANY PAYMENT METHOD WE HAVE ON FILE FOR YOU.
    • If all payment methods we have on file for you are declined for payment of your subscription fee, your subscription will be cancelled unless you provide us with a new payment method. If you provide us with a new payment method and are successfully charged before your subscription is cancelled, your new subscription period will be based on the original billing date and not the date of the successful charge. You can use the website to manage your subscriptions and to update your designated payment method(s).

    4.7. Promotional Trials

    We may offer eligible users of The Service various trial or other promotional subscriptions, which are subject to this Agreement except as otherwise stated in the promotional offers. We reserve the right, in our sole discretion, to determine your eligibility. Trial users of The Service may at any time (through Your Account) choose not to continue to paid subscriptions at the end of the trial period.

    4.8. Limited License to Digital Content

    Subject to payment of any charges to access Digital Content as specified in the first paragraph of the "Subscriptions" section, and your compliance with all terms of this Agreement, Vintro grants you a non-exclusive, non-transferable, non-sublicensable, limited license, during the applicable Access Period, to access and view the Digital Content in accordance with the Usage Rules, for personal, non-commercial, private use. We may automatically remove Digital Content from your account and/or Compatible Device(s) after the end of its Access Period.

    4.9. Availability of Digital Content.

    Subscription Digital Content will generally continue to be available to you from the Service, as applicable, but may become unavailable due to potential litigation, disputes concerning fair-use, or for other reasons. We will not be liable to you if Subscription Digital Content becomes unavailable for further access. Access to Free Digital Content is provided on an “AS IS” and “AS AVAILABLE” basis and may discontinue at any time due to any reason.

    4.10. General Restrictions

    You may not (i) transfer, copy or display the Digital Content, except as permitted in this Agreement; (ii) sell, rent, lease, distribute, or broadcast any right to the Digital Content; (iii) remove any proprietary notices or labels on the Digital Content; (iv) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other content protection system used as part of the Service; or (v) use the Service or Digital Content for any commercial or illegal purpose.

    4.11. Usage Measurement

    We may measure your viewing and engagement behavior with Digital Content to refine The Service and offer you Digital Content recommendations. Anonymized and aggregated usage statistics might be provided to Hosts and/or Vintro Customers at Vintro's sole discretion.

    5. COMMUNICATION FEATURES

    Vintro will at its sole discretion enable Communication Features for certain users as part of their experience in this Service. Communication Features may include and are not limited to one-to-one messaging, group messaging, scheduling, online conferencing, and voice-over-IP (VoIP). Such features will be made available to select users either via the website or Vintro's mobile app, or both. Communication Features will allow direct communication between Vintro Customers and users of this Service, such that users of this Service could follow up on Digital Content with the respective Vintro Customers regarding discretionary topics such as investment opportunity or business cooperation.

    5.1. Availability

    The objective of offering Communication Features is to enable, at scale, communication between Vintro Customers presenting commercial opportunities and users of this Service who control commercial resources including but not limited to monetary capital, purchasing power and regional influence ("Qualified Investor"). To ensure that such communication is effective and high-quality, Vintro will apply internal policies and standards in determining whether you meet the criteria as a Qualified Investor and in controlling Your access to Communication Features. In general, Qualified Investors may include accredited investor in the US, professional investor in the UK, or similarly qualified investors in other global jurisdictions. Qualified Investors may also include representatives from a financial institution, such as those meeting the Qualified Institutional Buyer threshold in the US, or a representative affiliated with a large corporation. You may request access to Communication Features via the Service. You may also request access to Communication Features if believe that you meet the criteria for a Qualified Investor. Upon receiving your request for access to Communication Features, Vintro officers will examine your request using public and/or proprietary information sources to make a determination. We might reach out to you and ask for supporting materials such as attorney references, accountant letters or other documentation to validate your claim. For your convenience, we might also direct you, without endorsement, to third-parties such as broker-dealers that can provide documentation for your claims. You are solely responsible for any arrangements with third-parties in order to provide documentation that support your request to Vintro for Communication Features. Your request will be automatically denied if you fail to provide supporting documentation within the announced time frame.

    5.2. Supported Media

    As of the effective date of this Agreement, Vintro supports one-to-one text chat between Vintro Customers and users authorized to access Communication Features. From time to time we may enable additional communication media including but not limited to document sharing, online conferencing, and VoIP ("Supported Media"). You might receive announcements about new offerings in Supported Media while you consent to receiving marketing communications from us. We may also discontinue available Supported Media at our sole discretion, and in such case you will be notified by email about the service stoppage.

    5.3. Vintro's Handling of Your Contact Information

    Vintro will never share your contact information with other users of this Service without your explicit consent. Vintro Customers associated with the Digital Content that you access cannot initiate communication with you through the Communication Services, nor can they obtain your contact details through Vintro. After watching or listening to a Public Pitch and corresponding Commentary, if you are approved for using Communication Features, you may initiate communication with the Vintro Customer behind that Public Pitch using Supported Media, such as leaving a text reply, as described in the section above. As with all commercial conversations, we ask that you use your best judgment and discretion when disclosing your contact details or other sensitive personal information to other parties. You agree to defend, indemnify and hold harmless Vintro and its Affiliates while using the Communication Features.

    5.4. Acceptable Use & Moderation

    By using Communication Features as part of this Service, you expressly acknowledge and will adhere to terms outlined in the Acceptable Use section under ADDITIONAL TERMS. Wherever and whenever relevant, you pledge to treat other users with courtesy and respect. You may decline further communication with any user through Communication Features offered as part of this Service, either through user-blocking options offered by the website or app, or by notifying the Vintro support team in writing. Your continued access to Communication Features is strictly conditioned on your adherence to Acceptable Use terms and general conscience, as determined by Vintro. While you use Communication Features, Vintro reserves the right to operate automated services that monitor and filter out offensive content such as foul language and/or aggressive behavior such as message spam. Certain messages or communication attempts from you might be blocked automatically without warning due to such automatic moderation on Communication Features. Officers and agents of Vintro might investigate electronic records generated by your use of Communication Features either when participants make an abuse report or when Vintro deems investigation necessary. If after such investigation we determine that you have abused the Communication Features or other users, we might suspend or terminate your access to Communication Features. Such decisions are final may not appeal such decisions.

    6. WEBSITE AND SOFTWARE

    a. Use of the Website and Software. We may make available website and software for your use in connection with the Service ("Website and Software"). Terms contained in this Agreement apply to your use of Website and Software. Vintro uses and/or integrates with third-party software and/or services such as Stripe to enable this Service. Additional terms from those third-parties might apply for your usage of the Site and Service.

    b. Information Provided to Vintro. The Service, Website and Software may provide Vintro with information relating to your use and the performance of the Service and Software, as well as information regarding the devices on which you download and use the Service and Software. For example, the Software may provide Vintro with information related to your use of that Digital Content (such as whether and when you viewed the Digital Content). Any information we receive is subject to the Vintro Privacy Policy.

    7. ADDITIONAL TERMS

    7.1. Acceptable Use

    You are responsible for Your use of The Service, and specifically Communication Features offered as part of The Service, and for any use of the Site or Services made using Your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. You may not use the Site, Services, Digital Content, or Communication Features to:

    1. violate any law or regulation;
    2. violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
    3. post, share, or request anything that is or could reasonably be deemed illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
    4. send unsolicited or unauthorized advertising or commercial communications, such as spam;
    5. engage in web-crawling, spidering, or harvesting, or participate in the development or use of software or any automated tools, including spyware and scripting, as well as coordinated human efforts, such as utilizing crowdsourced labor or in-house teams, designed to collect, aggregate, store, or analyze content and/or data from the Site or Services;
    6. transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
    7. stalk, harass, or harm another individual or business entity;
    8. impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
    9. use any means to scrape or crawl any content and/or data contained in the Site;
    10. attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
    11. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
    12. advocate, encourage, or assist any third party in doing any of the foregoing.

    You acknowledge that we are not obligated to monitor Your (or any other person’s) access to or use of the Site or Services, but we have the right to do so in order to operate the Site or Services, to ensure Your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

    7.2. Termination

    We may terminate your access to the Service, including any subscription available as part of the Service, at our discretion without notice (except as may be required by applicable law). If we do so, we will give you a pro-rated refund of your subscription fee (if any); however, if you violate any of the terms of this Agreement, your rights under this Agreement will automatically terminate without notice, and Vintro may, in its discretion, immediately revoke your access to the Service and to Digital Content without refund of any fees. In such event, you must delete all copies of Digital Content that you have downloaded.

    7.3. Explicit Content

    Due to the diverse nature of commerce, by using the Service, you may encounter Digital Content that may be offensive, indecent or objectionable; this content may or may not be identified as having explicit language or other attributes. Nevertheless, you agree to use the Service at your sole risk, and Vintro has no liability to you for any content. Content types, summaries and descriptions are provided for convenience, and Vintro does not guarantee their accuracy.

    We may send you promotions or otherwise communicate with you electronically, which may include e-mail, push notification, or posts to your Vintro account, and you hereby consent to receive those communications until you opt-out (unless you reside in the European Union or California, in which case the preceding sentence does not apply). If you reside in the European Union or California, we will only send marketing communications to you about The Service if you explicitly grant us such permission, in accordance with statutory protections granted by GDPR or CCPA. All marketing communications will be in accordance with the Vintro's Privacy Policy. In any case, you can stop receiving marketing communications from Vintro via email footers or by notifying our support team.

    7.5. Modification of Service

    Vintro reserves the right to modify, suspend, or discontinue the Service, or any part of the Service, at any time and without notice (except as required by applicable law), and Vintro will not be liable to you should it exercise such rights, even if your ability to use Digital Content is impacted by the change.

    7.6. Amendments

    Vintro reserves the right to make changes to this Agreement at any time by posting the revised terms in connection with the Service or the general Site and Services. To the maximum extent permitted by law, your continued use of the Service or Software following any changes will constitute your acceptance of such changes. However, any increase in subscription fee will not apply until your subscription is renewed.

    7.7. Reservation of Rights; Waiver

    The Service, Software and the Digital Content embody intellectual property that is protected by law. Copyright owners of Digital Content are intended third-party beneficiaries under the Agreement. Our failure to insist upon or enforce your strict compliance with the Agreement will not constitute a waiver of any of our rights.

    7.8. Limitation of Liability

    YOU USE THE DIGITAL CONTENT, SITE AND SERVICES AT YOUR OWN RISK. THE SITE, SERVICES, AND DIGITAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VINTRO, EACH HOST, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

    IN PARTICULAR, NEITHER VINTRO AND ITS AFFILIATES, NOR VINTRO CUSTOMERS, HOSTS AND THEIR AFFILIATES INVOLVED IN THE PRODUCTION OF DIGITAL CONTENT, MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF DIGITAL CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES. IT IS IMPORTANT AND EXPECTED, AND YOU ACKNOWLEDGE AND REPRESENT, THAT YOU SHALL NOT AND WILL NOT MAKE ANY COMMERCIAL, PERSONAL OR OTHERWISE IMPORTANT DECISIONS OR TAKE ANY RELATED ACTIONS IN WHOLE OR PART RELIANCE ON ANY DIGITAL CONTENT WHICH DECISION OR ACTION MIGHT RESULT IN PERSONAL (OR OTHER) DAMAGE, LOSS, INJURY OR ADVERSE EVENTS TO YOU OR OTHERS. NEITHER VINTRO AND ITS AFFILIATES, NOR VINTRO CUSTOMERS, HOSTS AND THEIR AFFILIATES, WILL HAVE ANY LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES IN DIGITAL CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF DIGITAL CONTENT, THE SITE OR THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY VINTRO COMMENTARY OR CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

    YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION VIEWED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, PUBLIC PITCHES AND HOST COMMENTARY, IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, A HOST, OR OTHER DIGITAL CONTENT, THE SITE OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY HOSTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE OR HOSTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR, VINTRO CUSTOMERS AND THE HOSTS’ TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE SUM OF PAYMENTS YOU MAKE TO VINTRO FOR ACCESS TO THIS SERVICE.

    You understand and agree that we have set our prices and entered into these Terms with You in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

    CERTAIN JURISDICTIONS, INCLUDING JURISDICTIONS IN THE EUROPEAN UNION, DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

    7.9. Indemnification

    You agree to defend, indemnify and hold harmless Vintro and its Affiliates, and the Reviewers and their Affiliates, from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to: (a) any actual or alleged breach of these Terms by You or anyone using Your account; (b) any User Submissions; (c) Your, or anyone using Your account’s, violation of any laws or regulations, or (d) Your gross negligence or willful misconduct. If we assume the defense of such a matter, You will reasonably cooperate with us in such defense.

    7.10. Arbitration Agreement and Waiver of Certain Rights

    THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR VINTRO WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

    You and Vintro agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Vintro hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between You and Vintro relating to these Terms, the Site, and the Services (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

    If You demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Vintro may decide to pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

    This arbitration agreement does not preclude You or Vintro from seeking action by federal, state, or local government agencies. You and Vintro also have the right to bring qualifying claims in small claims court. In addition, You and Vintro retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

    Neither You nor Vintro may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only Your and/or Vintro’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

    If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms. This Section of the Terms will survive the termination of Your relationship with Vintro.

    We respond to notices of alleged copyright infringement and terminate accounts of infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If You believe that Your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

    1. Your address, telephone number, and email address.
    2. A description of the copyrighted work that You claim has been infringed.
    3. A description of where the alleged infringing material is located.
    4. A statement by You that You have a good faith belief that the disputed use is not authorized by You, the copyright owner, its agent, or the law.
    5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
    6. A statement by You, made under penalty of perjury, that the above information is accurate and that You are the copyright owner or authorized to act on behalf of the copyright owner.

    Copyright Agent:

    Max Sugrue

    The Krowd, Inc. 420 N Wabash Ave., Chicago, ILmax@myvintro.com

    For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if You fail to comply with all of the requirements of this section Your notice may not be valid.

    If You believe the content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, You may submit a counter-notice to the address listed above containing the following information:

    1. Your physical or electronic signature;
    2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
    3. A statement that You have a good faith belief that the content was removed or disabled as result of mistake or misidentification of the content; and
    4. Your name, physical address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in Chicago, Illinois, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

    After we receive Your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes Your personal information. By submitting a counter-notification, You consent to having Your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

    After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain You from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

    7.12. Contact Information

    For communications concerning this Agreement, please write to Vintro at support@myvintro.com.

    7.13. Severability

    If any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

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