Agreement to Terms: “Crowda”, “we”, “us”, or “our” refers to Crowda Inc. or Crowda, (where relevant) and the term “Investor”, “you”, or “your” pertains to a user of the website or a registered investor. These Terms of Use (“Terms”) become effective on the date you consent to them (the “Commencement Date”).
These Terms regulate the usage of the website at www.crowda.io and the Investor Platform (collectively referred to as the “Site” or the “Platform”). Carefully read these Terms before using the Site, as they control your access and use of the Site and the Services or any part thereof. These Terms relieve Crowda and others from certain liabilities and/or limit our and their liabilities, including other essential provisions that impact your use of this Site.
The Site offers information about potential investment opportunities and enables users to assess and engage in certain investment activities. These Terms form a binding agreement between you and Crowda and its related entities, governing your use of services accessible via this Site (“Services”). The Site's contents include, without limitation, information, data, products, materials, Services, software applications, tools, design, text, images, photographs, audio and video content, artwork, graphics (collectively “Contents”), and the term “Site” encompasses all of the Contents. By registering on our Site, you acknowledge the benefits received by accessing this Site and agree to the binding Terms below, as well as our Privacy Policy. We may also request your explicit consent by checking a box or other affirmative actions. By visiting the Site, you agree to adhere to these Terms, which may be updated occasionally without prior notice. By using any Service, you acknowledge and consent to our Privacy Policy and agree to the data collection and usage as per the Privacy Policy. This agreement is legally binding between you and Crowda. Consult a lawyer for clarification before using the Site. By accessing or registering on the site, you consent to these terms and conditions. If you do not agree, please refrain from accessing or registering on our Platform.
Crowda may modify or replace these Terms at its discretion by updating them on the Site. Unless stated otherwise by Crowda, changes are effective from the posting date. Regularly review the Terms for updates. Continued use of the Service after any changes signifies acceptance of those changes. Crowda will email notifications for any Term changes and reserves the right to modify, suspend, or terminate the Service or any features at any time. Crowda may also set limits on certain features and services or restrict access without notice or liability. Agreeing to the Terms and Conditions or continuing to use the Site is legally equivalent to signing a physical document.
Summary of Service: Crowda is a Canadian Corporation, facilitating a marketplace for real estate projects, funds, and investors interested in direct investment in alternative opportunities like real estate, focusing on community and social impact projects with potential financial returns. Crowda offers private investments exempt from prospectus and registration requirements (“Investment”) and collaborates with “Startly Capital”, an Exempt Market Dealer, for advising on private placements and evaluating potential investors' suitability and qualification, as Crowda is not licensed as an Exempt Market Dealer. Investors may engage Crowda for services including:a) Presenting investment opportunities and facilitating investments in real estate properties or development projects via its Platform (“Offering”). b) Assisting in investment processes like document signing (“Offering Agreements”), fund transfer, and facilitating investment trading on the Platform's Secondary Market. Offering Agreements encompass subscription agreements, disclosure forms, or other related agreements. c) Acting as an intermediary broker between property owners, developers (“Issuer”), and you (“Services”). An Issuer refers to an entity seeking financing or offering securities indirectly through our Platform.
Registration: Site browsing is available without registration, but registering is required to view Investment opportunities. By registering, you assert to Crowda that you will provide accurate and updated registration information and promptly update any changes. You also warrant that your use of the Site and Services complies with applicable laws, rules, or regulations.
To comply with both federally and provincially security regulations stated on as per National Instrument 31-103 as well as the nature of these types of investment as a Private Equity Placement, we are required to both identify the investors and assess their risk profile. To that end, to use our Services and subscribe to Offerings, we must verify your identity. You agree to provide personal and financial information and authorise us to share this information with “Startly Capital” and other third parties for eligibility and identity verification. You permit us to collect and submit personal information to securities regulators on your and Crowda's behalf. This information is collected and used by the relevant securities regulator.
When registering, your User ID should not i) impersonate another person; ii) infringe on others' rights without authorization; or iii) be offensive or inappropriate. Crowda may refuse or cancel a User ID at its discretion. You are responsible for your account activities and must maintain your password confidentiality. We will assume any person using your User ID and password is you. Never allow others to use your account, nor use another's account. Promptly
inform Crowda of any unauthorized account use. a) The Platform encompasses all information and functionality related to the Crowda website, app, emails, social media, and related communications. An Investor is a registered user of the Platform, including corporate entities, registered for accessing opportunities, providing financing, or buying securities from a Property Issuer. b) To register as a Crowda Investor, you must provide new account client information, including Know Your Client (KYC), Anti-Money Laundering (AML) information, and Qualified Investor details that will be evaluated by “Startly Capital”. Your account also includes financial and tax information necessary for confirming your investor suitability and service provision. c) Registration as an Investor on our Platform is for eligibility to use our Platform and subscribe to Property Offerings. Only registered Investors can access complete information in Property Offerings and invest. d) To register as an Investor, you must i) have legal capacity to agree to our Terms in your residence jurisdiction or ii) on behalf of a business in your jurisdiction for financing or security purchase, qualifying as a Qualified Investor or iii) under an exception where prospectus requirements do not apply. e) To qualify as a Qualified Investor and participate on our Platform, you must have at least $400,000 in net assets, or personal annual net income over $75,000, or combined annual income of $125,000 with a spouse. For non-individual investors, you must meet Qualified Investor criteria as defined in National Instrument 45-106 – Prospectus and Registration Exemptions. f) If you don't meet Qualified Investor criteria, another option may be available, subject to Crowda's determination and approval. You acknowledge and agree to provide accurate information for determining your Qualified Investor status and eligibility as an Investor on our Platform.
Communications: You consent to receive electronic communications from Crowda, including notices, agreements, legal disclosures, or other information related to the Services. Crowda may provide notices electronically by posting on the Site or emailing updates. You agree Crowda may communicate with you via your provided mailing address, email, or telephone. Notify us of any contact detail changes. Crowda may also deliver information verbally. Communications are considered delivered when sent, not received. Your use of electronic signatures legally binds you as if you had manually signed the documents. Electronic versions of documents fulfill the requirement for written provision. If you sign electronically, you represent you can access and retain such documents. You agree to conduct business electronically and are responsible for maintaining the necessary equipment and services for online access.
You are obliged to regularly review the Crowda Services for changes and modifications and agree not to dispute the admissibility or enforceability of the Site's electronically stored copy of these Terms. Though you consent to electronic delivery, you may choose other delivery methods without affecting your consent. You may withdraw consent for electronic delivery, receiving paper versions instead. Crowda may charge a fee for sending paper copies. If you opt for electronic delivery, you acknowledge having suitable equipment for online access, an email address, and the ability to download, save, and/or print communications.
Investment Offerings: Crowda provides speculative Investment offerings on this Site, suitable for sophisticated users who understand and accept the high risks involved. Users must have high risk tolerance, low liquidity concerns, and be comfortable with long-term commitments. You should be prepared to lose your entire investment. Offerings are not reviewed or approved by any securities regulatory authority. The information provided by Crowda is not legal, securities, accounting, or tax advice and should not be relied upon as such. Do not act on Site information without professional advice. The Site and its information regarding an Investment are neither an offer to sell nor a solicitation of an offer to purchase any security or Investment. Crowda conducts due diligence on issuers listing Investments as required by law, but does not guarantee Investment performance. The accuracy of Investment information is the issuer's responsibility, and any claims should be directed against the issuer. You may receive limited ongoing information about an issuer or Investment. Crowda's listing of an Investment does not constitute investment recommendations, and does not address the suitability of any security. All information received from Crowda is confidential. You agree to use this information solely for considering or completing an investment and not for other purposes. You agree to keep the information confidential and not disclose it without the issuer's written consent, except to employees, advisors, and capital providers who need the information for evaluating or discussing an Investment, provided they agree to confidentiality obligations. You are liable for their compliance with these restrictions. You agree not to communicate with or solicit any party making an Investment offer.
Investor Commitments and Guarantees: The Investor acknowledges and guarantees to Crowda, agreeing as follows: a) You possess the necessary legal capacity, authority, and power to sign, deliver, and fulfill your obligations under our Terms, which are binding upon you. Your agreement to these Terms and fulfillment of your duties do not infringe or contravene any of your existing commitments, be it contractual, statutory, or otherwise. b) If the Investor is a corporate entity, the trustee, agent, or nominee (the “Investor Representative”) who consents to our Terms on your behalf has the necessary legal capacity, authority, and power for such commitment and the duties under these Terms. You are obliged to inform Crowda promptly about any changes in this authority, including any alterations to the Investor's organizational or foundational documents affecting the details provided to Crowda upon account creation. i) For Corporate Clients: Both the Investor and the Investor Representative acknowledge and agree that the commitments, guarantees, and agreements made here are on behalf of both the Investor and the Investor Representative. ii) For Joint Investors: In cases where Investors jointly agree to our Terms, it is understood that the commitments, guarantees, and agreements are on behalf of all joint account holders. Each agrees to (a) be recognized as an Investor; (b) have the authority to act on behalf of the account, with Crowda acknowledging instructions from any single investor; (c) be jointly and individually responsible as per the Terms; and (d) in the event of any joint account holder's death, the investment interest will transfer to the surviving holder(s), as per most Provinces' laws, and the surviving Investor(s) must promptly inform Crowda with relevant estate documentation. c) You meet the criteria of an accredited or eligible investor under exemptions defined by Canadian Securities regulators' National Instrument 45-106. d) Securities laws provide you, as an Investor, a right to action or rescission against an issuer in case of misrepresentation in the Offering Agreements. You recognize the importance of thoroughly reviewing all documents and assert your rights timely in case of misrepresentation or false information. You also understand that no remedy is available if investments are made with knowledge of the misrepresentation. e) No securities regulatory authority has sanctioned or commented on any Property Offering or security available on the Crowda Platform. f) Every Offering you consider is a distinct security and might not be an appropriate investment for you; Crowda, in collaboration with “Startly Capital”, an Exempt Market Dealer, evaluates your suitability for each investment but does not offer direct investment advice or recommendations regarding your potential investment. You acknowledge your sole responsibility for deciding to finance a specific security or purchase any particular security.
Restricted Activities: We reserve the right, at our sole discretion, to limit your access to the Platform, with or without notice, and for any reason. You agree to immediately inform Crowda of any fraudulent activity related to our Platform. You agree not to engage in the following activities in relation to our Services, Platform, and investment offerings: 1. Falsifying your identity or impersonating others. 2. Claiming to represent Crowda or its affiliates without authorization. 3. Contacting property issuers in unauthorized manners. 4. Disclosing investment offering details outside of investment decision-making purposes. 5. Sharing your password with others. 6. Posting or sharing any private or personal information of others. 7. Uploading or sharing content that infringes rights, violates laws, or contains harmful material. 8. Breaching any laws, including criminal and privacy laws. 9. Insecurely managing your login credentials.
Use of the Platform: Crowda is not liable for any damages incurred from using or being unable to use this Site, its content, or any decisions made based on the website. Crowda takes measures to protect client information, using encryption in certain sections. However, Crowda is not responsible for unauthorized use or reproduction of the Site or its contents.
User Content: You agree to post content that respects privacy and intellectual property rights and contributes positively to the community. Crowda reserves the right to remove inappropriate content and ban users who violate these terms. Avoid discussing specific investment advice, products, or securities. Reviews of experiences with Crowda are prohibited under law and may not reflect all client experiences.
Third Party Sites: The Service allows links to other websites, which are accessed at your own risk. Crowda is not responsible for the content or legality of these sites. Any links to the Site from other websites do not imply Crowda's endorsement.
Third Party Agreements: By investing on our Site, you agree to our Privacy Policy and Terms of Service and authorize Crowda to share your information with Service Providers as needed.
Payment: You are responsible for reviewing investment documents and bearing any related fees or charges, including taxes.
Legal, Accounting or Tax Advice: Crowda does not provide such advice. Consult your professionals for these services.
Currency: All monetary references in this Agreement are in Canadian dollars.
Limitation of Liability: Except for specific legal obligations, neither party is liable for lost profits or damages. Crowda's liability is restricted to the total amount paid by you under this Agreement.
Indemnification & Risk of Loss: Crowda is not responsible for indemnifying losses due to your negligence or misconduct. You will indemnify Crowda against claims or losses due to your actions or those of third parties selected by Crowda or you.
Cancellation: Investments may not be accepted or could be canceled. Crowda does not guarantee investment performance. You can cancel your account registration unless bound by an investment agreement. Previous investments remain effective.
Assignment: You cannot transfer your rights under this agreement.
Non-Canadian Investors: This Site is not intended for investors in the USA or where such offers are illegal.
English Language: The Terms are exclusively in English.
Governing Law: Disputes related to the Platform will be governed by the laws of British Columbia and Canada.
Agreement: These Terms are accessible on Crowda's website and are binding upon electronic transmission or posting. Continual use of the Platform implies acceptance of amended Terms. It's your responsibility to review these Terms for updates.
Investor Eligibility: Review our Terms carefully before agreeing. Eligibility to use the Platform is subject to Crowda's final approval.