Terms and Conditions of Use

REVISION DATE: This statement of the terms and conditions of the use of this platform was last revised on April 4, 2014 and became effective when posted.

Crowdfunding Offerings, Limited and Main Street Crowd (“Crowdfunding Offerings,” “Main Street Crowd,” “we,” or “us”) provides the following terms and conditions (“Terms and Conditions”) for use of our platform Main Street Crowd and related websites. These terms and conditions apply to the websites:

www.crowdfundingofferings.com and www.mainstreetcrowd.com

(together, our “Sites”) both of which are owned and operated by Crowdfunding Offerings, Limited, a Colorado corporation, doing business in Colorado and New Mexico as Main Street Crowd.

We strongly encourage you to read the following Terms and Conditions before using our Sites.

NOTE THAT BY ACCESSING AND USING OUR SITES, YOU AGREE TO THESE TERMS & CONDITIONS. If you do not agree to these Terms and Conditions, please do not use our Sites.

Also note that these Terms and Conditions are in addition to any other agreements between you and us, including investing or listing agreements, electronic funds transfer agreements, advertising agreements, and organizational or institutional use agreements. You will find the following information in this statement:


Our Services

Main Street Crowd intends to participate in “rewards” crowdfunding, crowdsourcing and “equity crowdfunding or crowd finance as authorized by the JOBS Act. Participation in one or more of these Services may be in concert with other third party providers. Main Street Crowd provides customizable web pages (“Clowd®” or “Clowdz®”) to reputable organizations through which crowdfunding, crowdsourcing, and other activities are delivered to local communities.

Clowdz® are hosted either by Main Street Crowd, or by certain other duly organized corporations or associations (“Organizations”) that are involved in economic development within a community. Organizations may host Projects in a Clowd® according to their own selection of geographic region served, by the category or affinity of the Project, or selectively, on a case by case basis pursuant to internal policies of the organization. Clowdz may be visible publically on the Internet or may be private and available only to certain members approved by the clowd host. Clowdz may also host the names and contact information of providers of useful services to members of our Sites (“Service Providers”) at no charge. Service Providers may list in any Clowd in which they intend to offer their services at the sole discretion of the Clowd host. The terms “clowd” and “clowdz” are registered trademarks of Crowdfunding Offerings, Ltd.

Rewards Crowdfunding is the process by which a member (a “Project Creator”) can post a project related to business development or general economic development of the community (a “Project”) to raise funds from other members (“Backers”) to accomplish the Project. Projects are originated within the greater Main Street Crowd platform or within specific clowdz. Rewards may be as simple as recognition or may involve services or pre-sales of products developed or manufactured as a result of the proceeds of the fundraising project.

Equity Crowdfunding is the process by which a member of our Site (an “Offering Creator”) lists an offer to sell certain securities (“Offerings” or “Equity Offerings”) issued by their company (an “Issuer”) for the purpose of raising capital for startup or expansion from other members (“Investors”).

Investors can view, download, upload, post, create, and make accessible content (“Member Submissions”) on our Sites as well as transfer funds for the purpose of investing in one or more Projects or Offerings under the terms of this Agreement. All together, the services described above are hereinafter referred to as the, or our, “Service” or “Services.”

License to You

Crowdfunding Offerings grants you a non-exclusive, non-transferable, revocable and limited right to access the content on our Sites and use our Services. The Services are available to individuals 18 years of age or older. Certain sections of our Sites and certain activities on our Sites are available only to those registered members to whom or to which they apply. When you register, you will be asked to provide your first and last name, a unique user name, a strong password, your postal ZIP Code, and your e-mail address. You must provide true, accurate and complete registration information. Failure to do so will be a breach of this Agreement and may result in termination of your account.

This limited license allows you to use, view, bookmark, download and print the pages within our Sites, and the documents, graphics and media incorporated on those pages or within our database, and communicate with other members freely in a manner accorded to you based on the level and type of your membership. The content on our Sites is licensed, not sold, to you under the Terms and Conditions set forth here. All other rights are specifically reserved by Crowdfunding Offerings.

Permitted Uses of our Sites

Our Sites are intended only for personal, non-commercial use by individuals and non-profit organizations in fundraising activities for legitimate Offerings and Projects and for informational use by organizations, businesses and institutions licensed to do so. Based on your level of membership in our Sites, you may access and download certain information to your computer and print out a hard copy for reference, with the understanding that you will not remove any copyright, trademark or other notices contained on the print or distribute the information to others not equally registered with our Sites. Non-profit community organizations involved in economic development may use our Sites to promote projects the success of which may result in revenue to the organization and to host advertisements which may result in revenue to the organization. Lenders may access the data on our Sites and accept and review business loan applications submitted by members.

Limitations on the Use of our Sites

Unless specifically stated otherwise in writing by Crowdfunding Offerings or provided for on our Sites, you may not sell, rent, lease or otherwise assign any of your membership rights to the content on our Sites to any third party, or copy, distribute, transmit, broadcast, post, publish, license, sublicense, create derivative works from, transfer or sell any pages, data, information, products or services obtained from our Sites, unless you have obtained the prior written permission of Crowdfunding Offerings or you are using a service available through our Sites. In addition, you are prohibited from:

No Recommendations or Investment Advice on Offerings

Crowdfunding Offerings intends to provide self-directed investors with access to information regarding unregistered securities that may be listed on or through our Sites by the issuers of those securities. We do not make recommendations or offer investment advice of any kind.

We may display certain offerings on our pages from time to time, selected at random from all the offerings listed on our Sites, selected based on certain categories, selected based on the geographic location of the user, or selected by you based on the results of a search. These offerings are not displayed in any particular order and the order listed is not to be construed to be a recommendation of any offering over any other offering or as advice with respect to any of the offerings displayed or the order in which they are displayed.

Although we may provide information required by securities regulations for the purpose of educating investors regarding the risk associated with this type of investing, as well as information related to investment approaches and opportunities to buy or sell the securities listed on our Sites, you should not construe any such information as investment, financial, tax, legal or other advice. You bear the sole responsibility of evaluating the pros and cons associated with the use of any information on our Sites provided by securities issuers prior to making any investment decisions based on that information. You agree to hold Crowdfunding Offerings harmless for any claim for damages that may arise out of your investment decisions based on the information made available to you through our Sites.

The securities offerings listed on or through our Sites, and the information contained in those offerings, are the sole responsibility of the issuing parties. We have no responsibility for the accuracy or completeness of the information or the viability of any claims made by the issuers. You bear the sole responsibility of investigating the information in any offerings of interest to question, confirm, verify, or otherwise satisfy yourself that the information presented is complete, accurate, and consistent throughout.

Equity Offering Fundraising

Main Street Crowd intends to participate in equity crowdfunding or crowd finance. We may operate as a registered funding portal through which Issuers may list their securities in the form of Offerings for potential Investors to view and consider, or we may participate with a third party funding portal and deliver their content through our Sites. The form and content of any Equity Offerings found on our Sites are governed by law and regulated by the Securities & Exchange Commission. It will be the responsibility of funding portals to ensure that all Offerings comply with the applicable law and regulations prior to being listed and offered to the public on the Internet. By creating and listing an offering to sell securities on our through our Sites or by purchasing securities via the Services offered by Main Street Crowd, you agree to be bound by this Agreement and the laws and regulations that apply to such Services. The terms and conditions specific to equity crowdfunding will be listed on our Sites when they are released in final form by the Securities & Exchange Commission.

Project Fundraising

Main Street Crowd provides a platform though which individuals and certain organizations can create or host Projects for the purpose of raising money.

Main Street Crowd supports rewards-based projects, where contributions are solicited for the purpose of raising money for a Project to fund a business startup or expansion or a community project that benefits the community at large and in which contributions are acknowledged and rewarded by a product or service produced as a result of the Project. One example might be a Project to purchase a helmet-mounted thermal imaging camera by a volunteer fire department in which contributions are rewarded with certificates of appreciation or t-shirts. Members of the community contribute funds to purchase the equipment with the knowledge that someday it may save a life in the community. Another example of a rewards Project might be backing a startup business, say a barber shop, where in return for a contribution of a certain amount, the backer receives a free haircut … larger donations might be rewarded by haircuts for a year.

By posting or backing a business or community development Project, you agree to be bound by the terms of this Agreement, including but not limited to the following:

Should any dispute arise between Backers and Project creators, such dispute is solely between those parties. Main Street Crowd is not liable for any damages or loss incurred to either party as a result of the parties use of our Service and has no obligation to become involved in dispute resolution in any way. By using our Service, you release Crowdfunding Offerings, Limited and Main Street Crowd, their directors, officers, employees, agents and successors in interest from all actions, claims, losses, damages of any kind, whether known, unknown, suspected or unsuspected, disclosed or undisclosed that may arise out of the use of our Services.

Fees

There is no charge if a Project or Offering does not reach its goal within the time period allotted; no money will change hands. Main Street Crowd charges a fee of 6%* of the amount raised on successful Projects and Offerings. These fees are calculated based on the amount actually received from backers at the end of the project term. In the event that payment of a contribution fails, those funds will not be transferred and the proceeds delivered to the Project creator will reflect that failed payment.

In addition to commission fees, our payment processor WePay charges a fee equivalent to a maximum of 2.9% of the amount transferred plus $0.30 per transaction for each credit card transaction. These fees are based on the total amount transferred on successful Projects and Offerings, NOT on the stated Project goal or Offering amount. Project creators and Issuers should plan on receiving roughly 9% less than their goal assuming all pledges by members are successful. WePay also assesses a fee of $35 per chargeback. Chargebacks result from disputed payments such as might occur from unauthorized transactions or non-delivery of goods or services. All fees will be deducted from the amount provided to the Project creator or Issuer.

Main Street Crowd offers a fee sharing arrangement with certain non-profit organizations. Main Street Crowd will contribute 1.5 of our 6%* commission fees to qualifying organizations upon successful completion of a project that originated in their clowd. Fees are not shared on any successful projects not originated in a clowd or in a clowd hosted by a non-qualifying entity.

*NOTE: Our standard fee is 6% of the funds raised. However, we give back 1.5 of the 6.0% to the organization through which the project was initiated for the benefit of the community. We also offer a 1% discount on project fees when an organization is a member, user or partner of an organization that affiliates with Main Street Crowd. Contact support@mainstreetcrowd.com for information on our Affiliate Program.

Clowd Hosting

Main Street Crowd utilizes its exclusive Clowdz® network to bring Offerings and Projects directly to the members most likely to be interested and invest or contribute. Among other things, Clowdz® enable members to engage others within the Clowd® in discussions that revolve around the Offerings and Projects. The terms Clowd and Clowdz are registered trademarks of Crowdfunding Offerings, Ltd.

Clowdz will be made available free of charge to certain community organizations so that they can host Offerings and Projects of interest to their members, recruit members to view and discuss those Offerings and Projects, and to allow select Service Providers to advertise their services within the Clowd to the membership. Clowdz may also be made available to businesses for use in internal fundraising activities for community development projects.

By hosting a Clowd, becoming a member of a Clowd, or advertising services in a Clowd, you are responsible for all your activities and discussions within a Clowd or related to Clowdz. You agree not to use the Service for any purpose that is inconsistent with the terms of this Agreement or the law. You agree to be bound by the terms of this Agreement, including but not limited to the following:

Third Party Content on our Sites

Crowdfunding Offerings may, from time to time, offer content from third-party providers on our Sites. This content includes such things as market data, industry news, analyst opinions, blog entries, and research reports. We do not endorse or approve content from third-party providers nor do we guarantee the accuracy, timeliness, or completeness such content. Such content may be unreliable or may become unreliable quickly with time due to changes in market conditions or economic circumstances. We are not obligated to update any third-party information reflected on our Sites and we may choose to discontinue offering such content on our Sites at any time without notice. You agree that neither Crowdfunding Offerings nor any third-party providers will be liable to you in any way for the termination, interruption, delay or inaccuracy of any of the content on our Sites. You also agree that you will not provide access, redistribute or promote any third-party content to any person not authorized to review it.

We may provide hypertext links on our Sites to other sites or information on the Internet as a service or convenience to you. Should you choose to use any links on our Sites, you acknowledge that we have no control over the other sites or information and we are not responsible for the content of such sites. Provision of a link to another site or information does not imply an endorsement by us of the site or the content. Be aware that there are risks inherent with accessing other sites or information via hypertext links and you acknowledge and accept these risks by using the links on our Sites.

Requirements for Hyperlinks to our Sites

Crowdfunding Offerings grants you a non-exclusive, limited and revocable right to hyperlink to our Sites under the following conditions:

Electronic Communications

Our Sites provide general contact information for use in communicating with us by telephone, e-mail, or web form. All communications between you and Crowdfunding Offerings are subject to recording, retention, monitoring, or review by someone other than the designated recipient and by using our Sites you acknowledge and consent to this. Communication with us electronically may involve the electronic transmission of personal identifying information and you agree and consent to such transmission. You understand that routine e-mail is not a secure form of transmission and you agree not to transmit confidential information via e-mail.

Copyrights, Trademarks and Patents

All content on our Sites, including, but not limited to, text, graphics, audio clips, logos, buttons, images, digital downloads, data compilations, software, icons, and web programming code, is the property of Crowdfunding Offerings or its content vendors and is protected by U.S. and international copyright laws. The compilation of all content on this Website is the exclusive property of Crowdfunding Offerings or its content vendors and is protected by U.S. and international copyright laws. All software used on our Sites is the exclusive property of Crowdfunding Offerings or its software suppliers and is protected by U.S. and international copyright laws and other laws.

The Crowdfunding Offerings and Main Street Crowd logos and the terms "Clowd®" and "Clowdz®" are registered trademarks of Crowdfunding Offerings, Limited and may not be used in connection with any other company, product, or service that may serve to confuse the public, members, or potential members of our Sites or that may disparage our Sites or company in any way. All other marks appearing on our Sites are the exclusive property of their respective owners.

The clowdz model of providing a system and method for local crowdfunding, crowdsourcing and crowd finance is protected under utility patent application 14/209,930 that claims priority to and the benefit of the filing of U.S. Provisional Patent Application Serial No. 61/792,504, entitled "Apparatus for and Method of Crowdsourcing/Crowdfunding" an Apparatus for and Method of Crowdsourcing/Crowdfunding with the utility patent under prosecution. All rights reserved.

Member Submissions - License from You

Crowdfunding Offerings grants you a non-exclusive, non-transferable, revocable and limited right to access the content on our Sites and use our Services. The nature of our Services may involve the uploading and posting of photos, videos, text and documents, graphic art and logos, and other materials such as audio or video files (“Member Submissions”) on our Sites. Crowdfunding Offerings and Main Street Crowd will acquire no ownership interest in Member Submissions uploaded and posted on our Sites so for that reason, you must license this material for our use and that of our members and other users. In uploading and posting Member Submissions, you agree to grant Crowdfunding Offerings, Main Street Crowd, our members and other users a perpetual, non-exclusive, royalty-free, transferable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute your Member Submissions on or in connection with the Services we provide and our related marketing and promotional activities.

You represent and warrant that your Member Submissions will not contain third-party copyrighted material or material that is subject to other third-party proprietary rights and will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law. If you obtained any of your Member Submissions from a third party source, you agree to pay all royalties, license fees, and other amounts that may be owed to such third party. All Member Submissions publicly posted or privately transmitted through the Sites is the sole responsibility of the person originating the Member Submissions. Crowdfunding Offerings and Main Street Crowd have the right to delete or modify any Member Submissions that does not comply with these Terms and Conditions.

Infringement Notifications

Crowdfunding Offerings and Main Street Crowd are committed to the protection of intellectual property. We will promptly remove any infringing Member Submissions upon proper notification by the party with ownership rights to the content.

If you believe that any Member Submissions or other content infringes on any intellectual property right of yours or of someone you represent, please promptly notify our legal department at the e-mail address below. Your communication should include at a minimum your authority to act with regard to a claim of infringement, a statement that you believe the work infringes a copyright, trademark or other intellectual property and why, a description of the work, the URL on our Sites where the work was found with a copy of the work on that page, the date the work was found, and your contact information. You may wish to confer with legal counsel or reference the U.S. Copyright Act, 17 U.S.C. §512(c)(3) prior to contacting us.

Contact us by e-mail at: support@mainstreetcrowd.com using the term “Copyright Infringement” in the subject line of your e-mail.

If in our judgment your claim contains adequate information to support a claim of copyright infringement under the U.S. Copyright Act, we will promptly remove the infringing material, notify the member who submitted it, and refer that individual to you for resolution. We may request further information or clarification. If we receive a counter claim from the member who submitted the material in question with evidence supporting the use of the work by the member, we may, at our discretion, restore the material to our Sites.

Under the Copyright 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.

Downloading Files

Your license to use our Sites may allow you to download certain files for your review and consideration consistent with the purposes of our Sites and the reasons the files were transferred to us by others.

If you download files from our Sites under these Terms and Conditions, such files are licensed to you by Crowdfunding Offerings. We do not transfer title to the Files to you. Licensors retain full and complete title in and to the files, including all intellectual property rights in the information or data contained in the files. You may not redistribute, sell, copy, make any derivative works, or change the form or format of any files for any reason.

International Use

We recognize that the Internet has a global reach. For this reason, certain information and activities on our Sites are available to a global user base. However, the investment activities on our Sites are governed by the securities laws and regulations of the United States. Only offerings of corporations registered in a state or territory of the United States and which comply with various other rules promulgated by the Securities and Exchange Commission, the governing body of our Sites, can be listed on our Sites.

Investment in any of the offerings on our site is not solicited from any person, group, organization or institution located in any jurisdiction where such investment would not be legal.

Termination, Suspensions or Modification

Crowdfunding Offerings reserves the right to terminate, suspend or modify your access to our Sites at any time, without notice, for any reason whatsoever. You agree that Crowdfunding Offerings shall not be liable to you or any third party for any termination of your access to our Sites for violation of any of the Terms and Conditions that you agree to by the use of our Sites.

In the event that we terminate, suspend or modify your access to our Sites for any reason, you will not be entitled to a refund of any fees you paid for such access. Termination, suspension or modification of your access will not affect investments you have made that have been consummated and closed. Prospective investments you may have made in Offerings hosted by Main Street Crowd that have not fully funded will be cancelled and those funds returned to your trust account. Any unused funds you may have in trust for investment activities will then be returned by credit to the account from which they were submitted.

Disclaimers and Limitations of Liability

BY USING OUR SITES, YOU UNDERSTAND AND AGREE THAT: OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CROWDFUNDING OFFERINGS MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO OUR SITES OR ANY PRODUCTS OR SERVICES WE MAY MAKE AVAILABLE THROUGH OUR SITES, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CROWDFUNDING OFFERINGS MAKES NO WARRANTY THAT:

ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. YOU AGREE THAT CROWDFUNDING OFFERINGS, LIMITED OR ANY THIRD PARTY ENGAGED IN PROVIDING SERVICES TO YOU ON OR THROUGH OUR SITES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE OR OTHER OCCURRENCES BEYOND THE CONTROL OF CROWDFUNDING OFFERINGS, LIMITED OR SUCH THIRD PARTIES.

NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM CROWDFUNDING OFFERINGS, OUR SITES, OR ANY EMPLOYEE OR AGENT OF CROWDFUNDING OFFERINGS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. CROWDFUNDING OFFERINGS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CROWDFUNDING OFFERINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

Indemnification

You agree to indemnify, defend and hold harmless Crowdfunding Offerings and its affiliates and the officers, directors, employees and agents of Crowdfunding Offerings and its affiliates, from and against any and all claims, liabilities, damages, losses or expenses, including attorneys' fees and costs, arising out of or in any way connected with your access to or use of our Sites. You agree to promptly resolve any and all infringement claims and pay royalties, penalties, attorney and other fees as required in settlement of those claims.

Severability

If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.

Entire Agreement

These Terms and Conditions represent the entire agreement between Crowdfunding Offerings and you relating to the subject matter herein, except that Crowdfunding Offerings’ relationship with its customers is governed by our investing and listing agreements, advertising agreements, and organizational or institutional use agreements.

Applicable Law and Venue

Unless otherwise specified, Crowdfunding Offerings controls and operates our Sites from our offices within the State of Colorado or the State of New Mexico, United States of America. Crowdfunding Offerings does not claim that materials in our Sites are appropriate or available for use in locations other than the United States. If you choose to access the content of our Sites from other locations, you do so on your own initiative and you are responsible for compliance with any applicable local laws, as set forth above.

By visiting our Sites, you agree that the laws of the State of Colorado, United States of America, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and Crowdfunding Offerings or its affiliates. If you take legal action relating to these Terms and Conditions, you agree to file such action only in the Twenty-First Judicial Circuit of the State of Colorado or the United States District Court for the District of Colorado, and you consent and submit to the exclusive personal jurisdiction of those courts for the purposes of litigating any such action.

Changes to These Terms and Conditions

We reserve the right to modify these terms and conditions at our discretion any time. Any changes become effective upon posting to our Sites and your continued use of our Sites after posting constitutes your acceptance of, and agreement to be bound by, those changes. In the event that more than one version of these Terms and Conditions appear simultaneously on our Sites at any time, the most recent controls.

Contact

Questions, comments and requests regarding this policy are welcomed and should be addressed to:

Corporate Offices

Address:
Main Street Crowd
P.O. Box 65772
Albuquerque, NM 87193
Website: mainstreetcrowd.com

Normal Office Hours:
Monday through Friday – 9:00 am to 5:00 pm
Our offices are closed on Saturday and Sunday
E-mail support: support@mainstreetcrowd.com

Intellectual Property and Infringement

If you believe that any Member Submissions or other content infringes on any intellectual property right of yours or of someone you represent, please promptly notify our legal department by e-mail at: support@mainstreetcrowd.com using the term “Copyright Infringement” in the subject line of your e-mail.