BC United LLC dba Crowd Factor® Terms & Conditions

Effective Date: September 1, 2019

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS ("Terms") CAREFULLY BEFORE USING THIS OR ANY WEB SITE OR ANY TEXT MESSAGE SERVICES OPERATED BY BC United LLC dba Crowd Factor® ("BC United", "Crowd Factor®", "we", "us", or "our").

Crowd Factor® provides services to its itself and clients ("Clients") who want to send and receive information ("Content") to, or from you through the use of text, SMS, MMS, RCS, or other message types (in any case, a "Text Message" or "Text Messages"), and web sites ("Site" or "Sites"). We send and receive Text Messages on behalf of Clients to individuals via Text Messages ("Text Message Service" or "Text Message Services").

BY SUBMITTING YOUR MOBILE DEVICE NUMBER, OPTING-IN, SENDING TEXT MESSAGES, OR USING A SITE, YOU EXPRESSLY CONSENT TO THESE TERMS, INCLUDING THE PROCESSING OF YOUR PERSONAL INFORMATION ACCORDING TO OUR PRIVACY POLICY, AND EXPLICITLY CONSENT TO RECEIVE TEXT MESSAGES (INCLUDING MARKETING/ADVERTISING MESSAGES) TO YOUR MOBILE DEVICE FROM Crowd Factor®, OUR CLIENTS AND THEIR AFFILIATES VIA AUTOMATED TELEPHONE DIALING SYSTEMS OR OTHER AUTOMATED TECHNOLOGY.

YOUR PERSONAL INFORMATION MAY BE PROCESSED IN THE COUNTRY WHERE IT WAS COLLECTED AS WELL AS OTHER COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING OF PERSONAL INFORMATION MAY BE LESS STRINGENT THAN THE LAWS IN YOUR COUNTRY AND BY USING THE SERVICES OR SUBMITTING PERSONAL INFORMATION THROUGH THE SERVICES, YOU ARE EXPRESSLY CONSENTING TO SUCH PROCESSING.

You affirm:

Opt Out Information

To opt out, please use one of the following methods:

How to Get Help

You can get help by using any of these methods:

Use of Content

You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content for anything other than communicating with Crowd Factor® and Clients. You may not remove any copyright or other proprietary notices from any Content. If you breach any term or condition of these Terms, your authorization to use the Text Message Services, Sites, and Content automatically terminates without notice to you, and you must immediately destroy any copies of the Content in your possession. You hereby grant Crowd Factor®, Clients, and all affiliates a perpetual, irrevocable, worldwide, sublicensable, paid-in-full, royalty-free license to use any Itellectual Property you create, own, or have permission to use, sent by you through the Text Message Services or Sites for any purpose, including, but not limited to, the creation of derivative works, and agree to reimburse Crowd Factor®, Clients, and all affiliates for all legal fees and damages if accused of wrongdoing due to the use of said content.

Prohibitions

You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Text Message Services, Sites, or Content, or otherwise attempt to gain unauthorized access to any portion, or feature of the Text Message Services, Sites, or Content, or any other systems or networks connected to the Text Message Services, Sites, or Content, or to any server of Crowd Factor® or its third party service providers, by hacking, password "mining", or any other illegal means; (b) use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion, or feature of the Text Message Services, Sites, or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Text Message Services, Sites, or Content, or with any other person's use of the Text Message Services, Sites, or Content; (d) breach any security measures implemented on the Text Message Services, Sites, or Content; (e) track or seek to trace any information on any other person who visits the Text Message Services or Sites; (f) use the Text Message Services or Sites or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; or (g) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software or content used to provide, maintain, or otherwise applicable to, the Text Message Services, Sites, or Content, or otherwise made available to you in connection with the Text Message Services, Sites, or Content.

Indemnification

You hereby agree to defend, indemnify and hold Crowd Factor®, Clients, and all affiliates harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorneys' fees and costs) arising from your breach of these Terms or otherwise arising from your use or misuse of the Text Message Services, Sites, or Content.

Proprietary Rights

You hereby acknowledge and agree that Crowd Factor® owns all legal right, title and interest in, the Text Message Services, Sites and Content, including, without limitation, any and all intellectual property and other proprietary rights (including, without limitation, all patent rights, copyright rights, trademark rights and trade secret rights) which subsist in the Text Message Services, Site, and Content (whether such rights are registered or unregistered, and wherever in the world those rights may exist), except any and all intellectual property and other proprietary rights as outlined above owned by Clients or affiliates. Nothing in these Terms gives you any right to use any trade names, trademarks, service marks, logos, domain names, or other distinctive brand features owned by Crowd Factor®, Clients, or all affiliates. All rights not expressly granted by Crowd Factor® under these Terms are reserved. There are no implied rights.

Third Party Web Sites

The Text Message Services, Sites, or Content may provide links to third party web sites ("Third Party Sites"). Crowd Factor® does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on such Third Party Sites, which may be different from these Terms or Crowd Factor®'s Privacy Policy.

Disclaimer of Warranties

THE SITE AND CONTENT ARE FURNISHED TO YOU "AS IS" AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. Crowd Factor®, ON BEHALF OF ITSELF AND ITS PARENTS, CLIENTS, AFFILIATES, SUBSIDIARIES, LICENSORS, AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "Crowd Factor® PARTIES"): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE TEXT MESSAGE SERVICES, SITES, OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE TEXT MESSAGE SERVICES, SITES, AND CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE AND CONTENT WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE TEXT MESSAGE SERVICES, SITES, OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE TEXT MESSAGE SERVICES, SITES AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND CONTENT. THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND Crowd Factor®. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Crowd Factor® OR ANY PERSON ON BEHALF OF Crowd Factor® SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY. NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT ANY Crowd Factor® PARTY'S WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL ANY Crowd Factor® PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE TEXT MESSAGE SERVICES, SITES, AND CONTENT, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A Crowd Factor® PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING, A Crowd Factor® PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE TEXT MESSAGE SERVICES, SITES, OR CONTENT, THE RELEVANT Crowd Factor® PARTY'S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE SUM OF TWENTY FIVE US DOLLARS (US $25). NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT ANY Crowd Factor® PARTY'S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

Export Control

Crowd Factor® makes no representation or warranty that the Text Message Services, Sites, and Content are appropriate or available for use outside the United States, and the access and use of the Text Message Services, Sites, and Content in jurisdictions where their access and use is illegal is prohibited. You are solely responsible for determining whether you are permitted to access and use the Text Message Services, Sites, and Content under the laws of the jurisdiction from which you access and use them. You may not use, export or re-export the Content in violation of any applicable laws, rules or regulations.

Changes to Terms

Crowd Factor® may add to, change or remove any part, term or condition of these Terms, and any content, including, without limitation, product and service descriptions. By continuing to access and use the Text Messaging Services, or Sites, you are indicating your acceptance of such changes. Crowd Factor® will notify you of changes to these Terms by posting the revised version and changing the "Last Updated" date below. Please check these Terms periodically for changes.

Entire Agreement/Severability.

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Crowd Factor® in connection with the Text Message Services, Sites, or Content, shall constitute the entire agreement between you and Crowd Factor® concerning the Text Message Services, Sites, or Content. If any provision of these Terms is deemed invalid, illegal or unenforceable, then that provision shall be enforced as to maintain the intent of these Terms, and all other remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Crowd Factor®'s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Governing Law

These Terms will be construed and enforced in all respects in accordance with the laws of the state of Colorado without reference to its choice of law rules. Except as set forth below, competent courts seated in Colorado shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms, and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Crowd Factor® may seek to enforce any judgment in its favor in any court of competent jurisdiction. Notwithstanding the foregoing, Crowd Factor® may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach or threatened breach of these Terms may result in immediate and irreparable damage to Crowd Factor® for which there is no adequate remedy at law. These Terms are only valid in the English language.

Contact Us

If you have any questions or suggestions regarding our Terms or Privacy Policy, please contact us by email: sc@bcsms.co or by mailing BC United LLC Privacy, PO Box 100322 Denver, CO 80250

These terms were last updated on January 21, 2020.

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