Terms & Conditions

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.

Summary of Service

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.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms & Conditions, including the Privacy Policy available at http://www.indiecrowdfunder.com/policy, and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference. These Terms & Conditions apply to every user of the Service. In addition, some services offered through the Service may be subject to additional terms and conditions adopted by the Company. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms & Conditions by this reference.

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.

Rules and Conduct

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:

  • infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
  • you know is false, misleading, or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;
  • constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;
  • is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or
  • impersonates any person or entity, including any employee or representative of the Company.

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.

Film Industry Investment Risk and Suitability

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.

Registration & Application

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.

Projects: Fundraising and Commerce

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:

  • Fans agree to provide their payment information at the time they pledge to a campaign. The payment will be collected at or after the campaign deadline and only if the amount of money pledged as of the deadline is at least equal to 65% of the fundraising goal. The amount Fans pledge is the amount they will be charged.
  • Fans consent to ICF and its payments partners authorizing or reserving a charge on their payment card or other payment method for any amount up to the full pledge at any time between the pledge and collection of the funds.
  • Fans agree to have sufficient funds or credit available at the campaign deadline to ensure that the pledge will be collectible.
  • Fans may increase, decrease, or cancel their pledge at any time during the fundraising campaign, except the Fan may not cancel or reduce their pledge if the campaign is in its final 48 hours before completion or reduction would drop the campaign below 65% of its stated goal.
  • The Estimated Delivery Date listed on each reward is not a promise to fulfill by that date, but is merely an estimate of when the ePro hopes to fulfill by.
  • ePros agree to make a good faith attempt to fulfill each reward by its Estimated Delivery Date.
  • For all campaigns, ICF gives to the ePro each Fan’s User ID and pledge amount. For successful campaigns, ICF additionally gives to the ePro each Fan’s name and email.
  • For some rewards, the ePro needs further information from Fans, such as a mailing address or t-shirt size, to enable the ePro to deliver the rewards. The ePro shall request the information directly from Fans at some point after the fundraising campaign is successful. To receive the reward, Fans agree to provide the requested information to the ePro within a reasonable amount of time.
  • ICF does not offer refunds. A ePro is not required to grant a Fan’s request for a refund unless the ePro is unable or unwilling to fulfill the reward.
  • ePros are required to fulfill all rewards of their successful fundraising campaigns or refund any Fan whose reward they do not or cannot fulfill.
  • ePros may cancel or refund a Fan’s pledge at any time and for any reason, and if they do so, are not required to fulfill the reward.
  • ePros agree to pay any and all fees associated with and or arising from placing their project(s) and or funding their project(s) on ICF or any and all of its partners. A written contract may be required for some services.
  • ePros agree to allow ICF the use of any and all their project(s) information, in any and all ICF marketing or other materials, for any reason ICF deems reasonable.
  • Because of occasional failures of payments from Fans, ICF cannot guarantee the receipt by ePros of the amount pledged minus fees.
  • ICF and its payments partners will remove their fees before transmitting proceeds of a campaign. Fees may vary depending on region and other factors.
  • ICF reserves the right to cancel a pledge at any time and for any reason.
  • ICF reserves the right to perform an in-depth inquiry into the a projects details to verify authenticity according to ICF policy for verification. Further, ICF may review any and all other necessary relevant information and or documentation for accuracy and authenticity as it may require.
  • ICF reserves the right to reject, cancel, interrupt, remove, or suspend a campaign at any time and for any reason. ICF is not liable for any damages as a result of any of those actions. ICF’s policy is not to comment on the reasons for any of those actions.
  • ePros should not take any action in reliance on having their project posted on the Site or having any of the money pledged until they have the ability to withdraw and spend the money. There may be a delay between the end of a successful fundraising campaign and access to the funds.

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.

Fees and Payments

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:

  • A (6%) six percent commission of the total funds received.
  • Any and all fees associated with listing administration, due diligence, background checks and state registrations required by the federal or state governments to register your equity offering. Please Note: These fees paid, will not be refunded.
  • (1%) one percent of the total funds received on all debt financing, gap financing and/or or tax credit financing transactions set up through IndieCrowdFunder.
  • For each film distribution deal set up through IndieCrowdFunder, IndieCrowdFunder will receive (0.5) half of one point" backend" deal, off of the films gross revenue into perpetuity. A written contract may be required.
  • You further agree to pay any and all other fees associated with and or arising from placing their account and or project(s) and or funding their project(s) on IndieCrowdFunder or any and all of its partners. A written contract may be required for some services.

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.

Screen Credit

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"

Third-Party Sites

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.

Content and License

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.

Intellectual Property

By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:

  • The Company will not have any ownership rights over your User Submissions. However, the Company needs the following license to perform and market the Service on your behalf and on behalf of its other Users and itself. You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Service, (b) the Company’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.
  • You are publishing your User Submission, and you may be identified publicly by your name or User ID in association with your User Submission.
  • You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.
  • You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant ICF all of the license rights granted herein.
  • You will pay all royalties and other amounts owed to any person or entity based on your Submitting User Submissions to the Service or the Company’s publishing or hosting of the User Submissions as contemplated by these Terms & Conditions.
  • The use or other exploitation of User Submissions by the Company and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
  • The Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
  • All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that content originated.
  • The Company will not be liable for any errors or omissions in any Content.
  • The Company cannot guarantee the identity of any other Users with whom you may interact while using the Service.
  • All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.

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.

Copyright Notifications

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 copyright@indiecrowdfunder.com. 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):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Site, sufficient for ICF to locate the material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

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 copyright@indiecrowdfunder.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):

  • a physical or electronic signature of the user of the Services;
  • identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.

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:

IndieCrowdFunder, LLC.
Attn: Copyright Agent
1901 Avenue of the Stars
2nd Floor
Los Angeles, CA 90067
Email: info@indiecrowdfunder.com

Termination

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.

Warranty Disclaimer

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.

Indemnification

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.

Compliance with Laws

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.

No Attorney-Client Relationship

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.

Limitation of Liability

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.

International

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.

Electronic Delivery, Notice Policy, and Your Consent

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.

Governing Law

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.

Integration and Severability

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.

Miscellaneous

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.

Pre-Dispute Arbitration Clause

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:

  • All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  • Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
  • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

Updated: Feb. 2016

Schuyler M. Moore

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