Last updated and effective: October 10, 2017
Profta, Inc. (“Profta”, “we” or “us”) is an internet-based company that reviews campaigns that offer products, perks or rewards on and through unaffiliated online crowdfunding sites. We do not review any crowdfunding offerings of securities (as that term is defined in the Securities Act of 1933).
Additional terms may apply to purchases of review services from Profta and to specific portions or features of the Site (collectively, “Additional Terms”), all of which are made a part of these Terms by reference and you agree to abide by Additional Terms. In the event of any conflict between these Terms and Additional Terms, Additional Terms shall control with respect to your use of that portion of the Site or the service to which they apply only.
We reserve the right to modify or replace these Terms at any time without prior notice. Any changes to these Terms will become effective upon posting of the revised terms. By continuing to use the Site and services available through the Site (collectively, the “Service”) following such changes, you will be deemed to have agreed to such changes. We also reserve the right to change, suspend or discontinue the Service at any time, without prior notice.
In consideration of your use of the Service, you represent, warrant and covenant to us that (a) you are at least 18 years old, or the age of majority in your jurisdiction of residence (if over 18), are competent, and have the capacity and authority necessary to enter into, and perform your obligations under, the Terms; (b) if you access the Service in your capacity as an employee, owner, or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms; and (c) you will comply with all applicable laws, rules and regulations of all applicable jurisdictions in connection with your use of the Service.
Profta provides reviews of campaigns that offer products, perks or rewards on and through unaffiliated online crowdfunding sites. Profta is not affiliated with any of the originators or sponsors of campaigns reviewed. To review campaigns, Profta charges a limited, standard administrative fee set forth on the Site to recoup its time and costs to review a campaign, but does not accept other consideration in connection with its review of campaigns. This fee is non-refundable in the event you determine to cancel a review (for any reason). Reviews reflect the honest opinions of Profta reviewers based on their experience of a campaign and public information available to them regarding a campaign. However, reliance on and use of any information provided to you through our Service is solely at your own risk. Profta does not guarantee, endorse, make any representations about or provide warranties for any reviewed campaign or product, perk or reward from a campaign. Contributing to or backing a campaign or product developed through a campaign involves risks and there is always a chance that you will not receive the product or other benefits promised by the originator or sponsor of the campaign, the product or other benefits promised by the originator or sponsor of the campaign will not meet your expectations or that your contributions to the campaign will not be used as promised by the originator or sponsor of the campaign. You are responsible for making your own decisions to participate in crowdfunding and should ask questions and investigate each campaign and its claims. In the event of any dispute with the originator or sponsor of the campaign, the third-party crowdfunding platform through which the campaign is made available to the public, or any other party, Profta will have no responsibility to any parties. Reviews speak as of the time of the review, and while Profta may, it is not required to update any review.
To use the Profta review service, you are required to enter into a Non-Disclosure Agreement with us to protect the confidentiality of the review process. However, to maintain the integrity of the reviews generated by Profta, Profta cannot and does not commit to maintain in confidence any information submitted to Profta to perform the review or otherwise learned by Profta in connection with the review. Any information you submit to Profta regarding your campaign is considered and treated as non-confidential.
License to Profta
If you request that Profta review your campaign, (1) you hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up license to use and display all images, text, trademarks, logos, prototypes or samples and other content associated with the campaign that you provide to us for purposes of describing your campaign (“Your Content”) in our review, and (2) you represent and warrant to us that you are the owner of Your Content or otherwise have all appropriate rights in Your Content to permit Profta to use Your Content as described in this paragraph, and that granting us the license granted in this paragraph does not infringe the intellectual property or other proprietary right of any third party, or violate any party’s privacy or publicity rights. Your Content excludes reviews generated by Profta. Reviews are the property of Profta and may be displayed, distributed, and modified or updated by Profta as determined in its sole discretion, including republication by third parties authorized by Profta.
All the text, content, graphics, interfaces, code and materials on the Site, including, but not limited to, the look and feel, selection and arrangement, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, is intellectual property protected by copyright, trademark or other proprietary rights of Profta or its licensors or other designees, which rights may or may not be registered in certain jurisdictions. Your access and use of the Site does not grant to you ownership of any of the foregoing. You acknowledge and agree that Profta reserves and retains, for itself and such third parties, as applicable, all intellectual property and other proprietary rights of any and all kinds in connection with the Site. The Site is copyrighted as a collective work under the United States and other copyright laws, and is the property of Profta. The collective work includes works that are licensed to Profta.
Use of Our Service (including the Site)
Your use of the Service is subject to all applicable laws and regulations, which may vary depending on your jurisdiction of residence and from where you access the Service. The Service may be used only for your personal or information purposes of a non-commercial nature. You may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Service or any content, information, software, products or services obtained from or through the Site without prior written permission; provided that you may link to a review of your campaign on the Site from the website on which your campaign is made available to the public. You may not (a) engage in harvesting of e-mail addresses or other personal information, unsolicited e-mailing, telephone calls or mailings, spoofing, flooding, overloading, spidering, “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information in connection with the Service, (b) send chain letters or pyramid schemes on or through the Site; (c) decompile, disassemble or reverse engineer the Site or any portion thereof, or (d) attempt to gain unauthorized access to any portion of the Site or any other computer systems or social media or mobile platforms on or through the Site. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for on or through the Site. Use of the Site as made available through a third-party social media platform such as Twitter or Facebook is also subject to such platform’s applicable terms and conditions.
Links and Third-Party Content
Our Site may contain links to third-party websites or services that are not owned or controlled by us. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites (including their privacy policies).
We attempt to provide accurate, current and reliable information on or through the Service. However, there may be times when information displayed on or through the Service may contain incomplete data, typographical errors, inaccuracies, or outdated information. We make no warranties as to the accuracy, completeness or timeliness of the information we make available on or through the Service, or that it is reliable, complete or error-free. We reserve the right to correct errors and update information available on or through the Service at any time.
General Release and Indemnification
You hereby release and agree to indemnify, defend and hold harmless Profta, its affiliates, or any of their respective officers, directors, members, partners, shareholders, employees, agents, licensors or suppliers (collectively, the “Protected Entities”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs and expenses in connection with (a) any use or alleged use of the Service by you or through your account by any other party whether authorized or not, (b) any breach by you of any representation and warranty made by you in these Terms regarding Your Content, (c) Profta’s use of Your Content as authorized under these Terms, or (d) any violation or alleged violation of applicable law or a third party’s rights by you or through your account by any other party, whether or not authorized by you.
Disclaimer of Warranties; Limitation of Liability
The Service and all content available through the Service are provided on an “as is” and “as available” basis without warranty of any kind, WHETHER express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant or represent that your access to or use of the Service or any content available through the Service will be secure, un-interrupted or error-free. We do not represent or warrant that any review from Profta of your campaign will increase the success of your campaign or result in any particular outcome or amount of funding.
These Terms constitute the entire agreement between you and Profta regarding the Service and govern your use of the Service. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services or third-party content. By using the Service, you agree that regardless of any statute or law to the contrary, any cause of action or claim you may have with respect to the Service or these Terms must be commenced within one (1) year after the claim or cause of action arises or be forever barred. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms. We may assign our rights and duties under these Terms to any party at any time without notice to you. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions shall remain in full force and effect.
The Service is controlled and operated in the United States of America. The Service may not be available to users outside of the United States. We make no representation that materials on the Site or available through the Service are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Service from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of United States or any other jurisdiction’s export, re-export or import laws and regulations.
Both you and Profta agree to resolve any claims relating to the Service or these Terms through final and binding arbitration, except that either party may bring a lawsuit to stop abuse of a website, intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights), or defamation or libel without first engaging in arbitration. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, Profta will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person in Charlotte, North Carolina, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
You may only resolve disputes with us on an individual basis. You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND PROFTA ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
These Terms and the relationship between you and Profta are governed and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of a state court located in Charlotte, North Carolina or a United States District Court, Western District of North Carolina, for any actions which are not subject to arbitration.
If you have any questions about these Terms, please contact us by e-mailing [email protected].