Terms & Conditions

Last Updated: December 2024

1. Introduction and Scope

1.1 Services and Properties

Crowdupin's products, features and offerings are available (a) online through various Crowdupin properties including without limitation, Crowdupin.com and related subdomains ("Site(s)"); (b) off platform, including without limitation, verification services, receipt processing, rebate management, sponsorship and marketing or distribution services; and (c) through mobile applications, webpages, application programming interfaces, and subdomains ("Applications"). (a), (b), and (c) are collectively referred to as "Crowdupin Properties" or our "Services". These Terms apply to any Site(s) on which they are posted; where other terms or agreements are instead posted, those terms or agreements apply to the extent they conflict with these Terms. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by Crowdupin in connection with the Services is the "Site Content" (or "Content"). Any material (including the foregoing categories) that you contribute, provide, post or make available using the Services is "Your Content."

1.2 Definitions

When these Terms use the term "Organizer," we mean event creators and group leaders using the Services to create events, coordinate group outings, or manage group activities displayed on the Services for Groups, group supporters, members and consumers using our Services (a) to consume information about, attend, or participate in Events or group activities ("Consumers"), or (b) for any other reason, including consumers that make purchases at participating merchants in connection with group activities. When these Terms use the term "Provider" or "Merchant," we mean local experience providers, restaurants, entertainment venues, activity providers, and other businesses that partner with Crowdupin to offer group experiences and rebates. Organizers, Consumers, Providers, and third parties using our Services are all referred to in these Terms collectively as "Users," "you" or "your."

When these Terms use the term "Crowdupin," "we," "us," or "our," that refers to Crowdupin, Inc. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. The contracting entity on the other side of these Terms is as follows: Crowdupin, Inc., a Delaware corporation, with its principal place of business at 267 Kentlands Blvd., Suite 5023, Gaithersburg, Maryland, 20878 ("Crowdupin").

1.3 Additional Agreements

If you are an Organizer, Crowdupin's Organizer Agreement is also applicable to you. If you are a Provider or Merchant, Crowdupin's Merchant Agreement is also applicable to you. (Some, but not all, of the terms in those agreements are duplicated in these Terms of Service.) By agreeing to these Terms of Service, you acknowledge you have read the Privacy Policy applicable to all Users. We may sometimes provide you with services that are not described in these Terms of Service, or customized services: unless we have entered into a separate, signed agreement that expressly supersedes these Terms of Service, these Terms of Service will apply to those services as well.

1.4 Agreement to Terms

These Terms of Service and the other documents referenced in them (including in Section 1.3 above) comprise Crowdupin's "Terms." These Terms are a legally binding agreement between you and Crowdupin governing your access to and use of the Services and setting out your rights and responsibilities when you use the Services. By using any of our Services (including browsing a Site or participating in any Discord server or community operated by or affiliated with Crowdupin), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Services. If you will be using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity as well as yourself.

2. Crowdupin's Services and Role

2.1 Description of Services

Crowdupin's Services provide a platform connecting Discord communities with local experience providers (restaurants, entertainment venues, activities) in metropolitan areas. The platform allows groups to coordinate outings at full price, with group leaders (Organizers) earning cash rebates based on verified group turnout. Services include: (a) group coordination tools via Discord and web interfaces; (b) merchant discovery and event listing; (c) receipt verification and rebate processing; (d) organizer profiles and group management tools; and (e) promotional and marketing services for events and providers.

2.2 Crowdupin's Limited Role

Crowdupin is not the creator, organizer or owner of the events or group activities listed on the Services, nor is it the provider of goods or services offered by Merchants. Rather, Crowdupin provides its Services, which allow Organizers to coordinate group activities and allow Providers to offer experiences and rebates. The Organizer is solely responsible for ensuring that any page displaying an event on the Services (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the activities described are conducted in a safe and lawful manner. Providers are solely responsible for the quality, safety, and delivery of goods and services they offer. Crowdupin does not guarantee the accuracy of any information provided by Organizers or Providers.

2.3 Rebate Program

Crowdupin facilitates a rebate program whereby Organizers may receive cash rebates based on verified group turnout at participating Providers. Rebate percentages, eligibility requirements, verification procedures, and payment terms are established in separate agreements between Crowdupin and Organizers and between Crowdupin and Providers. Crowdupin reserves the right to modify rebate programs, percentages, and eligibility requirements at any time. Rebates are subject to verification of purchases through receipt submission or other verification methods as determined by Crowdupin and Providers.

3. Privacy and Consumer Information

3.1 Privacy Policy

We know your personal information is important to you and it is important to Crowdupin too. Information provided to Crowdupin by Users or collected by Crowdupin through Crowdupin Properties, is governed by our Privacy Policy.

3.2 Organizer and Provider Obligations

If you are an Organizer or Provider, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, including but not limited to data protection and privacy laws such as GDPR, CCPA, and similar regulations; and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) consumers.

By3.3 Receipt and Purchase Data

By submitting receipts or purchase data through the Services for rebate verification, you consent to Crowdupin processing such information to verify purchases, calculate rebates, detect fraud, and improve our Services. Crowdupin may use third-party services for receipt processing and verification. Purchase data may be shared with Providers in aggregated or anonymized form for reporting purposes.

4. Term; Termination

4.1 Effective Period

These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. If either you or Crowdupin decides to terminate the agreement as described in Sections 4.2 or 4.3 below, these Terms will generally no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and Crowdupin.

4.2 Termination by Crowdupin

Crowdupin may terminate your right to use the Services at any time (a) if you violate or breach these Terms; (b) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by Crowdupin; (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Crowdupin to legal liability; (d) if you engage in fraudulent activity, including but not limited to submitting false receipts, manipulating group attendance, or attempting to obtain rebates through deceptive means; or (e) if you violate the community guidelines of any Discord server or community operated by or affiliated with Crowdupin. Crowdupin may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in Crowdupin's sole discretion, failure to do so would materially prejudice you. You agree that Crowdupin will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.

4.3 Termination by You

Except to the extent you have agreed otherwise in a separate written agreement between you and Crowdupin, you may terminate your access to the Services and the general applicability of Terms at any time for any reason or no reason. If you are a Consumer using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and Crowdupin governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.

4.4 Survival

All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).

5. Release and Indemnification

5.1 Release

You hereby agree to release Crowdupin from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users, Organizers, Providers, or Discord community members) in connection with the Services, any event or group activity listed on the Services, or any rebate program. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

5.2 Indemnification

You agree to defend, indemnify and hold Crowdupin and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; (d) Crowdupin's collection and remission of taxes; (e) if you are an Organizer, your events or group activities (including where Crowdupin has provided Services with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the Claim arises out of Crowdupin's gross negligence or willful misconduct; (f) if you are a Provider, the goods or services you provide to Consumers; and (g) any fraudulent or deceptive conduct in connection with the rebate program. Crowdupin will provide notice to you of any such Claim, provided that the failure or delay by Crowdupin in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Crowdupin may choose to handle the Claim ourselves, in which case you agree to cooperate with Crowdupin in any way we request.

6. Disclaimer of Warranties and Assumption of Risks

We strive to provide Services in the way you need them, but there are some things it is important for you to understand that we cannot promise.

To the extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. Crowdupin expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, Crowdupin makes no warranty that (a) the Services (or any portion of the Services) will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; (d) rebates will be paid in any particular amount or timeframe; or (e) receipt verification systems will be accurate or error-free.

You acknowledge that Crowdupin has no control over and does not guarantee the quality, safety, accuracy or legality of any event, group activity, or Content associated with an event, the truth or accuracy of any information provided by Users (including the Consumer's personal information shared with Organizers or Providers in connection with events) or the ability of any User to perform or actually complete a transaction or honor rebate commitments. Crowdupin has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties Crowdupin requires to provide the Services or an Organizer or Provider chooses to assist with an event or activity.

You understand and agree that some events or activities may carry inherent risk, and by participating in those events or activities, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.

7. Limitation of Liability

7.1 Limitation of Damages

To the extent permitted by applicable laws, or as otherwise set forth herein, Crowdupin and any person or entity associated with Crowdupin's provision of the Services (e.g., an affiliate, vendor, strategic partner or employee) ("Associated Parties"), will not be liable to you or any third party, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Crowdupin has been advised of the possibility of such damages); (b) Your Content; or (c) any rebates not paid or delayed for any reason.

In addition, the maximum aggregate liability of Crowdupin or Associated Parties is limited to the following: (i) for Organizers participating in the rebate program, and subject to the terms of the Organizer Agreement, the rebates that you earned in the three (3) month period immediately preceding the circumstances giving rise to your claim; (ii) for Providers, the fees that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and (iii) for Consumers or other Users, (1) the total amount of all purchases that you made through the Services or in connection with rebate-eligible activities in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one hundred U.S. dollars (US $100).

7.2 Jurisdictional Limitations

Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

8. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

8.1 Contact Us First

If you have a question or concern about the Services, please contact us first. Our support team will try to answer your question or resolve your concern.

8.2 Agreement to Arbitrate

In the unlikely event that our customer support team is unable to resolve your concerns, the parties (you and we) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Services, or related to our relationship through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 8 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth below.

8.3 Scope of Agreement

This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.

8.4 Exceptions

Notwithstanding this Agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or (ii) bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent or Trademark Office to protect its Intellectual Property Rights ("Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

8.5 No Class Actions

YOU AND CROWDUPIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.

8.6 Notice of Dispute

A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to Crowdupin must be addressed to the following address ("Notice Address") and must be sent by certified mail: Crowdupin, Inc., Attn: Legal Affairs, 910 17th Street NW, Fifth Floor, Washington, DC 20006. Notice to you will be addressed to a mailing, home or payment address currently on record with Crowdupin and must be sent by certified mail. If Crowdupin has no records of such physical address, such notice may be delivered to your Crowdupin account email address or Discord handle. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Crowdupin and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Crowdupin may commence an arbitration proceeding.

8.7 Arbitration Proceedings

The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 8, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.) All issues in dispute between the parties are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 8.

8.8 Location of Arbitration

If you are a Consumer, any arbitration hearings will take place (at your option) either in the county of your residence or by phone or videoconference, except that if you are a Consumer whose residence is outside of the United States, the hearing will take place either in Rockville, Maryland or by phone or videoconference, at your option and as permitted by the AAA Rules. If you are a business (i.e., your use of the Services were for commercial use), then unless Crowdupin and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.

8.9 Costs of Arbitration; Legal Fees

Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Crowdupin and the value of the relief sought is ten thousand dollars ($10,000) or less, then Crowdupin will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). Further, if the circumstances in the preceding sentence apply and your claim arises from your use of the Services as a Consumer, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then Crowdupin will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Crowdupin for all such cost and expenses that Crowdupin paid and that you would have been obligated to pay under the AAA rules. Just as in any court proceeding, each party will initially bear its own attorneys' fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator will award such prevailing party the reasonable attorneys' fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relates to your personal or household use of the Services (rather than business use) Crowdupin will not seek to recover its attorneys' fees and expenses in an arbitration initiated by you.

8.10 Future Changes

Notwithstanding any provision in these Terms to the contrary, you and Crowdupin agree that if Crowdupin makes any future change to this arbitration provision (other than a change to the Notice Address) Crowdupin will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.

8.11 Severability

In the event that any provisions of this Section 8 are found to be invalid or unenforceable for any dispute or claim, then, the entirety of this Section 8 will be null and void with respect to such dispute or claim and Section 21 (Applicable Law and Jurisdiction) will apply in lieu of this Section 8.

8.12 Opt Out

You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to support@crowdupin.com, with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. Note that if you opt out of these arbitration provisions, Crowdupin also will not be bound by them.

9. License to the Crowdupin Services

9.1 License to Services

We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to (a) browse the Services and search for, view, register for or participate in events or group activities listed on the Services; (b) create event registration, organizer profile and other webpages to promote, market, manage, track, and collect rebates for group activities; (c) if you are a Provider, list your business and offers on the Services; and (d) participate in Discord communities operated by or affiliated with Crowdupin. Your use of the Services must be in compliance with these Terms and in compliance with all applicable local, state, provincial, national and other laws, rules and regulations. In addition, by using any search functionality or address auto-population tools, you are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).

9.2 Restrictions on Your License

Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services; (c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner; (d) remove or alter any proprietary notices on the Services; (e) engage in any activity that interferes with or disrupts the Services; (f) use automated means, bots, or scripts to interact with the Services or Discord communities without authorization; or (g) attempt to manipulate or game the rebate program through fraudulent means.

9.3 Intellectual Property and Copyrights

You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Crowdupin may own the Site Content or portions of the Site Content may be made available to Crowdupin through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of Crowdupin and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.

9.4 Trademarks

The trademarks, service marks and logos of Crowdupin (the "Crowdupin Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Crowdupin. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with Crowdupin Trademarks, the "Trademarks"). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Crowdupin specific for each such use. The Trademarks may not be used to disparage Crowdupin, any third party or Crowdupin's or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Crowdupin approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Crowdupin Trademark will inure to Crowdupin's benefit.

10. Licenses, Permits, and Compliance

If you are an Organizer or Provider, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:

(a) You and your affiliates will obtain, prior to the start of any event or activity, all applicable licenses, permits, and authorizations (individually and collectively, "Licensure") with respect to events or activities hosted by you or your affiliates on or through the Services. Licensure includes but is not limited to business licenses, food service permits, liquor licenses, property operation permits, fire marshal permits, and any other permits required for your business or activities;

(b) You and your affiliates will comply, and will ensure that the venues for each event or activity hosted by you or your affiliates on or through the Services will comply, with all applicable laws, regulations, rules and ordinances;

(c) You will only request that Crowdupin list or promote an event or activity after you have obtained any specific Licensures for such event or activity;

(d) You and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for all events and activities hosted by you or your affiliates on or through the Services;

(e) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to Crowdupin permitting you to access and use the Services, you hereby agree to release Crowdupin from all damages, losses, liabilities, costs and expenses arising out of or in any way connected with your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;

(f) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold Crowdupin harmless from any and all Claims due to or arising out of your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information promptly upon the reasonable request of Crowdupin from time to time.

11. Copyright Takedown Notices

If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act ("DMCA") by sending a written notification to our designated copyright agent at: Crowdupin, Inc., Attn: Copyright Agent, 267 Kentlands Blvd., Suite 5023, Gaithersburg, MD 20878, or by email to legal@crowdupin.com. The notification must include: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the material claimed to be infringing; (c) your contact information; (d) a statement of good faith belief that use is not authorized; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature.

12. Prohibited Uses

The Site Content is not intended for your commercial use beyond participation in the Services as contemplated by these Terms. You have no right to use, and agree not to use, any Site Content for your own commercial purposes outside of the Services. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s) or Discord communities. You agree not to engage in any activity that constitutes fraud, abuse, or manipulation of the rebate program, including but not limited to: submitting false or altered receipts; creating fake accounts or groups; coordinating with others to artificially inflate group attendance; or any other deceptive practices.

13. Fees, Rebates, and Refunds

13.1 Fees

Creating an account, joining a group, and accessing the basic Services are free. Crowdupin may charge fees to Providers for listing, promotional, or other services. These fees may vary based on individual agreements between Crowdupin and certain Providers. Fee structures will be disclosed in applicable Provider agreements.

13.2 Rebate Program

Organizers may earn cash rebates based on verified group turnout at participating Providers. Rebate percentages, which may be up to 40% of verified purchases, are subject to agreement between Crowdupin and Providers and may vary by Provider, event type, group size, and other factors. Rebates are calculated based on verified purchases as determined by Crowdupin's receipt verification systems or other verification methods. Crowdupin reserves the right to adjust, withhold, or reclaim rebates in cases of suspected fraud or violation of these Terms. Rebate payments will be processed according to the schedule and method specified in the applicable Organizer Agreement.

13.3 Receipt Verification

To earn rebates, Organizers and their group members must submit valid receipts or other proof of purchase as required by Crowdupin. Crowdupin uses automated and manual verification methods to validate receipts. Crowdupin's determination of receipt validity is final. Crowdupin may reject receipts that are illegible, incomplete, suspected of being altered, or otherwise fail verification or eligibility requirements.

13.4 Refunds

Because transactions for goods and services occur directly between Consumers and Providers, Crowdupin does not process refunds for purchases made at Provider locations. If you believe you are entitled to a refund for purchases made at a Provider, please contact the Provider directly. For questions about rebate payments, please contact support@crowdupin.com.

14. Your Account

We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with Crowdupin or use the Services, including the following:

•       You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 13 or older, you may only use the Services under the supervision of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.

•       You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the "Registration Data"). You also agree to update this Registration Data if it changes.

•       If there is a dispute between two or more persons or entities as to account ownership, Crowdupin will be the sole arbiter of that dispute and Crowdupin's decision (which may include termination or suspension of the account) will be final and binding on those parties.

•       If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant Crowdupin all permissions and licenses provided in these Terms.

•       We may provide you the ability to implement certain permissions within your account to third parties including "sub-users," "sub-accounts," or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details.

•       You agree to immediately notify Crowdupin of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.

15. Your Content

15.1 License

Crowdupin does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant Crowdupin a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Crowdupin's promotional and marketing services, which may include without limitation, promotion of your event or group on third party websites or platforms), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Crowdupin does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.

15.2 Representations About Your Content

You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate these Terms.

15.3 Additional Rules About Your Content

Your Content must be accurate and truthful. Crowdupin reserves the right to remove Your Content from the Services if Crowdupin believes in its sole discretion that it violates these Terms, or for any other reason. Crowdupin may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Crowdupin both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service; and/or (d) protect the rights, property and/or personal safety of Crowdupin, its users and/or the public, including fraud prevention.

16. Rules for Communications

16.1 Email and Messaging Tools

Crowdupin may make available to you features and tools that allow you to contact your group members, other users of the Services, or third parties via email or other messaging platforms (the "Communication Tools"). If you use Communication Tools, you represent and agree that: (a) you have the right and authority to send messages to the recipients and such contact information was gathered in accordance with applicable regulations; (b) your messages are not sent in violation of any privacy policy under which the recipient information was gathered; (c) you will use the Communication Tools in compliance with all applicable laws, including those relating to spam, email marketing, and data protection (including the U.S. CAN-SPAM Act, GDPR, and similar regulations); (d) you will only use the Communication Tools to communicate about legitimate group activities, events, or related matters; (e) your use of the Communication Tools and the content of your messages complies with these Terms; (f) you will not use false or misleading headers or deceptive subject lines; (g) you will respond to any opt-out or preference change requests promptly; and (h) you will not send any messages to any recipient who has unsubscribed from your communications.

16.2 Discord Community Guidelines

If you participate in any Discord server or community operated by or affiliated with Crowdupin, you agree to comply with Discord's Terms of Service and Community Guidelines in addition to these Terms. You further agree not to: (a) harass, bully, or intimidate other community members; (b) post spam, advertisements, or promotional content not related to group activities; (c) share personal information of others without consent; (d) impersonate Crowdupin staff or other users; (e) use bots or automated tools without authorization; or (f) engage in any conduct that disrupts the community or violates applicable laws. Crowdupin reserves the right to remove users from its server for these reasons and for no reason.

16.3 Violations

If you violate any of these communication rules or if your use of Communication Tools results in excessive complaints, or if your communications cause disruption to the Services or communities, Crowdupin may (without limitation of any other legal or contractual remedies it has) limit or suspend or permanently remove your access to the Communication Tools, Discord communities, or the Services generally.

17. Notices

Notices to you may be sent via email, Discord direct message, or regular mail to the address in Crowdupin's records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Crowdupin or deliver any notice, you can do so via email to support@crowdupin.com.

18. Modifications to Terms or Services

Crowdupin reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following: (a) posting the changes through the Services; (b) updating the "Updated" date at the top of this page; (c) sending you an email or message about the Modifications; or (d) announcing the changes in Discord communities. Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms.

19. Assignment

We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.

20. Entire Agreement

Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Crowdupin and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Crowdupin on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of Crowdupin relating to a specified event, activity, or arrangement.

21. Applicable Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. Crowdupin is based in Montgomery County, Maryland, and is a Delaware Corporation. Any legal action against Crowdupin related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in Delaware. Thus, for any actions not subject to arbitration, you and Crowdupin agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in the state of Delaware.

22. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

23. Third Party Websites; Linked Accounts

The Services may provide, or Users may provide, links to other Internet websites, platforms (including Discord), or resources. Because Crowdupin has no control over such websites and resources, you acknowledge and agree that Crowdupin is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Crowdupin partners or third party service providers.

24. Additional Miscellaneous Provisions

Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.

25. Data Protection and Security

Crowdupin implements reasonable technical and organizational measures to protect personal data processed through the Services. However, no method of transmission over the Internet or method of electronic storage is completely secure. While we strive to use commercially acceptable means to protect your personal data, we cannot guarantee its absolute security. By using the Services, you acknowledge that you understand and accept the inherent security risks of providing information and dealing over the Internet.

26. Force Majeure

Crowdupin shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. In such circumstances, Crowdupin's obligations shall be suspended for the duration of the force majeure event.

Contact Information

If you have any questions about these Terms, please contact us at:

Email: support@crowdupin.com