Please read these Terms & Conditions (the "Agreement" or "Terms & Conditions") carefully before using the services offered by Indie Crowd Funder, LLC. or (together “ICF” or the “Company”). This Agreement sets forth the legally binding terms and conditions for your use of the website www.indiecrowdfunder.com, all other sites owned and operated by ICF that redirect to www.indiecrowdfunder.com, and all sub-domains (collectively, the “Site”), and the service owned and operated by the Company (together with the Site, the “Service”). By using the Service in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by this Agreement.
ICF is a platform where certain users ("Entertainment Professionals" or “ePros”) run campaigns to fund creative projects by offering rewards, equity or both to raise money from other users (“Fans”). Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). ePros, Fans, and other visitors to and users of the Service (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible ("Submit") Content. “User Submissions” "Projects" means any Content Submitted by Users.
The Company reserves the right, at its sole discretion, to modify or replace these Terms & Conditions by posting the updated terms on the Site. It is your responsibility to check the Terms & Conditions periodically for changes. Your continued use of the Service following the posting of any changes to the Terms & Conditions constitutes acceptance of those changes.
The Company reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. The Company reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms & Conditions or law. The Service is provided only for your own personal, non-commercial use except as allowed by the terms set forth by the Company. You are responsible for all of your activity in connection with the Service. You shall not, and shall not permit any third party using your account to, take any action, or Submit Content, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run any Maillist, Listserv, or any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
ePros agree to not abuse other users' personal information. Abuse is defined as using personal information for any purpose other than those explicitly specified in the ePro’s Project, or is not related to fulfilling delivery of a product or service explicitly specified in the ePro’s Project.
You agree and understand that investment in film, television, or new media equity is highly speculative and inherently risky. There can be no assurance of the economic success of any motion picture, television, or new media endeavor since the revenues derived from the production and distribution of a motion picture, television, or new media endeavor, depend primarily upon its acceptance by the public, which cannot be predicted. The commercial success of a motion picture, television, or new media endeavor also depends upon the quality and acceptance of other competing endeavors released into the marketplace at or near the same time, general economic factors, and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.
You agree and understand that the entertainment industry in general, and the motion picture, television and new media industries in particular, are continuing to undergo significant changes, primarily due to technological developments. Although these developments have resulted in the availability of alternative and competing forms of leisure time entertainment, such technological developments have also resulted in the creation of additional revenue sources through licensing of rights, and potentially could lead to future reductions in the costs of producing and distributing motion picture, television, or new media endeavors. In addition, the theatrical, network, or internet success of motion picture, television, or new media endeavors remains a crucial factor in generating revenues in other ancillary media such as but not limited to DVD's and television. Due to the rapid growth of technology, shifting consumer tastes, and the popularity and availability of other forms of entertainment, it is impossible to predict the overall effect these factors will have on the potential revenue and profitability of motion picture, television, or new media endeavors.
You agree and understand that each project listed on this site may or may not be in the organizational stage and is subject to all the risks incident to the creation and development of a new business, including the absence of a history of operations and minimal net worth. In order to prosper, the success of each project listed on this site may or may not depend partly upon the ability of management to produce a film of exceptional quality at a lower cost, which can compete in appeal with higher-budgeted motion picture, television, or new media endeavors of the same genre. In order to minimize this risk, each project listed on this site their management team may or may not participate as much as possible throughout the process and will aim to mitigate financial risks where possible. Fulfilling this goal depends on the timing of investor financing, the ability to obtain distribution contracts with satisfactory terms, and the continued participation of the current management.
You agree and understand that not every investment is suitable for every investor and that you will consider and determine whether investing in a security offered on ICF is suitable for you.
You agree and understand that following the completion of any reward or equity-based offerings on this site, there may or may not be any ongoing relationship between the issuer, ePro and ICF.
You agree and understand ICF's investment process.
Fans and ePros may view Content on the Site without registering, but as a condition of using certain aspects of the Service, Fans may be required to register with the Company and select a screen name ("User ID") and password, while ePros are required to submit an application to the Company. Fans and ePros shall provide accurate, complete, and updated registration and application information. Failure to do so shall constitute a breach of the Terms & Conditions, which may result in immediate termination of your account. You shall not use as a User ID, domain name, or project name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration or application of or cancel a User ID, domain name, and project name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.
ICF is a platform where ePros run campaigns to fund creative projects by offering rewards or equity to raise money from Fans. By creating a fundraising campaign on ICF, you as the ePro are offering the public the opportunity to enter into a contract with you. By backing a fundraising campaign on ICF, you as the Fan accept that offer and the contract between Fan and ePro is formed. ICF is not a party to that agreement between the Fan and ePro. All dealings are solely between ePros & Fans.
By backing or creating a fundraising campaign on ICF, you agree to be bound by this entire Agreement, including the following terms:
ICF is not liable for any damages or loss incurred related to rewards or any other use of the Service. ICF is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with campaigns on the Site. ICF does not oversee the performance or punctuality of projects. The Company does not endorse any User Submissions. Fans and ePros release ICF, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.
Joining IndieCrowdFunder is free. However, we may charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.
As a professional you agree to pay:
Offering transactions are collected by WePay Payments Services. There is a 2.9% transaction fee collected by WePay Payment Services at the time of the transaction. IndieCrowdFunder is not responsible for the performance or fees of WePay Payment Services.
Investors agree to pay any and all fees associated with and/or arising from placing their account and/or investing in equity offerings placed on IndieCrowdFunder.
For each successfully funded project, ICF shall receive and ePros agrees to provide credit, on screen, a single or dual card, in the main titles and ending credits, below or after the title of the Picture, (subject to customary distributor exclusions), to be determined by alphabetical order with the others guaranteed credit. Credit shall read "Executive Producer: Christopher D. Parker", "Executive Producer: Gregory Parker", "Executive Producer: Denise Smith"
The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.
The Company grants to each User of the Service a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any content for other than personal, non-commercial use is prohibited without prior written permission from the Company, or from the copyright holder. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:
In accordance with the Digital Millennium Copyright Act, ICF has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. ICF also may terminate User accounts even based on a single infringement.
ICF will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify ICF's Copyright Agent by emailing us at firstname.lastname@example.org. Your email must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
If you believe that your work has been removed or disabled by mistake or misidentification, please notify ICF’s Copyright Agent in writing by emailing us at email@example.com. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
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.
Our designated copyright agent for notice of alleged copyright infringement is:
Attn: Copyright Agent
8306 Wilshire Blvd.
Beverly Hills, CA 90211
The Company may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to the Company are non-refundable. All provisions of the Terms & Conditions that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no duty to take any action regarding any of the following: which Users gain access to the Site; what Content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their campaigns and projects. You release the Company from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.
The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a campaign or project; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (iii) remove or block any User or User Submission. ICF reserves the right not to comment on the reasons for any of these actions.
The Service is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. The Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (a) the Service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your User Submissions, violation of the Terms & Conditions, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.
You fully understand and agree the Company Site, the Service and the documents produced thereby does not relieve you of your responsibility or compliance requirements with any and all local, state and or federal applicable laws, including applicable securities laws. Further, you agree to indemnify and hold the Company harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply with such laws.
The Service, including any online or offline documents generated by the Service are provided with the understanding and with your agreement that they do not constitute the rendering of legal advice, tax advice or any other professional advice by the Company. Neither the availability, operation, transmission, receipt nor use of the Company's Site, the Service, the documents produced thereby is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon the Site, the Service or the documents produced thereby for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).
While the Company provides an online automated crowdfunding and software solution to customers who choose to prepare their own equity documents. To that extent, the Site and Service includes general information on commonly encountered legal issues within the entertainment industry. At no time does the Company review your answers to any questionnaire for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation. THE COMPANY AND ITS SERVICE ARE NOT SUBSTITUTES FOR THE ADVICE OF A LICENSED ATTORNEY IN YOUR JURISDICTION.
The Company strives to keep its document templates accurate, current and up-to-date. However, because the law changes rapidly, the Company cannot guarantee that all of the information on the Site is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. Furthermore, the information or documents contained on the Site is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice you should consult a licensed attorney in your area.
In no event shall the Company, nor its directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one hundred U.S. dollars ($50.00). some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
By using the Services, you consent to receive from ICF all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. ICF may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.
These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of Nevada and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over ICF or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Nevada. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Carson City in the State of Nevada and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.
These Terms & Conditions and other referenced material are the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service and govern the future relationship. If any provision of the Terms & Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms & Conditions will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms & Conditions are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms & Conditions and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms & Conditions, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms & Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service
Note: According to FINRA Rule 200, you as the issuer my not place any comments, documents or other written or electronic communications on the ICF website that you know contains any untrue statements of a material fact or that you know to be otherwise false or misleading. Further, all comments, documents or other written or electronic communications must be based on the principles of fair dealing and good faith. Non-compliance to this policy may result in any and all legal action necessary to achieve your compliance.
Should any dispute between Investor and ICF arise at any time out of any aspect of the investment relationship, including, but not limited to, all financial transactions or termination of said transactions and/or cessation of utilization of ICF funding portal and/or against any employee, officer, associate persons, alleged agent, director, affiliate, subsidiary or sister company relationship, will confer in good faith to resolve promptly such dispute. In the event that ICF and the Investor are unable to resolve their dispute, and should either desire to pursue a claim against the other party, both ICF and the Investor agree to have the dispute resolved by final and binding Arbitration.
Neither ICF or the Investor shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the investor or ICF is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein
This agreement contains a predispute arbitration clause. By signing an arbitration agreement the you agree as follows:
Updated: Feb. 2016