Crowd Proof does not require a signed agreement for our Marketing Virtual Assistance services. Your use of any services or resource provided by us, including this website, denote your complete agreement with and acceptance of these terms and conditions.

1. Introduction to terms

1.1 Crowd Proof (or “our” or “we”) provides services for businesses to accomplish marketing tasks. By purchasing our tasks, subscriptions, or market research services (“Services”) you (collectively or individually, “Client,” “you” or “your”) confirm that the Services you purchase will be integral to your business and that you are acting for purposes of your trade, business or profession. Crowd Proof Services are not intended for carrying out domestic tasks or for private consumers.

1.2 Please read these terms and conditions (the "Terms") and Crowd Proof’s Privacy Policy carefully before you agree to purchase by means of this website ("Website") to receive Services from Crowd Proof.

1.3 These Terms are applicable from the date on which you first purchase or register as a client on the Website, whichever comes first, for a minimum period of one month , and continue to be applicable until the agreement constituted by these Terms is terminated in accordance with clause 12.

1.4 By purchasing or registering as a client on the Website, you accept and agree to be bound and abide by the Terms and our Privacy Policy. If you do not want to agree to the Terms, you must not purchase or register as a client on the Website.

1.5 Your attention is drawn in particular to clause 11 and Crowd Proof’s Privacy Policy, which limit Crowd Proof’s liability to you, the Client.

1.6 In the event of any comments or questions in relation to the Services or the Website, the Client should contact Crowd Proof at 1 Kennedy Dr., Ste U2, South Burlngton, VT 05403.

1.7 This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Vermont without regard to its conflicts of law.

2. DEFINITIONS

2.1 The following definitions apply in these Terms.

Task: a request for Services, submitted by Client by means of the Website, setting out the Client's requirements, including any applicable desired timeslines for completion.

Bill Day: the day of the month on which Client agrees by means of the Website to begin the Monthly Subscription Charge, and the same day in each subsequent month. In the event that the day of the month on which Client agrees by means of the Website to begin the Monthly Subscription Charge does not occur in any month (e.g. 30th in February), the last day of that month shall be substituted in its place as the Bill Day.

Charges: means (i) Task-based charges agreed with the Client by means of the Website; or (ii) a Monthly Subscription Charge if selected.

Client Material: all documents, information and materials provided by the Client relating to the Services as specified in the Task.

Client Personal Data: all personal data comprised in Client Material.

Confidential Information: information that Client provides to Crowd Proof in a Task, email, other other communication, that Client reasonably expects to be kept secret. This includes confidential details of Client's business, and any payment card information provided by Client.

Freelancer: an individual or entity sub-contracted by Crowd Proof to assist in providing the Services for a particular Task.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Monthly Subscription Charge: the monthly subscription charge in respect of the Services, as agreed to by Client by means of the Website and representing an agreed allocation of Tasks to be accomplished each month in providing the Services.

Services: the services to be provided by Crowd Proof under these Terms as set out in a Task, together with any other services which Crowd Proof provides or agrees to provide to the Client.

Website: the crowdproof.com website , or any Crowd Proof mobile application, or any replacement or substitute for them notified to Client.

Writing: includes email, SMS, the Website, or any other means of written communication agreed between Client and Crowd Proof;

Work: all documents, products and materials developed by Crowd Proof or its subcontractors in relation to a Task in any form, including data, reports and specifications (including drafts).

3. Tasks

3.1 Each request which Client wishes Crowd Proof to undertake shall be specified in a Task. Tasks shall be processed in the following manner:

(a) the Client shall select a Task on the Website. When added to cart, Client will then complete a Task form, setting out the requirements and specifications of the services which it is requesting from Crowd Proof, including: a description of what work is to be done; dates by which it is requested to be completed; any relevant Client Materials; and

(b) Crowd Proof shall confirm to Client by means of email whether or not it accepts the Task, or if any changes are required to the Task in order for it to be accepted by Crowd Proof.

3.2 Client acknowledges that Crowd Proof may in its absolute discretion refuse to agree to accept or complete any Task. Client acknowledges that without limitation, Crowd Proof may refuse to accept or complete any Task submitted in breach of clause 6.1 below.

3.3 Once the Task has been agreed in accordance with clause 3.1(b), no amendment shall be made to it except as agreed by the parties in writing.

3.4 In the event that Crowd Proof reasonably suspects that a Task has been submitted otherwise than in accordance with these Terms, it may cancel the Task without liability to the Client and if so shall credit to the Client any Charges applied by Crowd Proof in respect of time spent meeting any such Task.

3.5 Crowd Proof will endeavor to meet the Task within any stated time request. If it is unable to do so, it will notify Client of the additional time likely required to complete the Task. Client shall then have the choice of purchasing such additional time allocation or abandoning the Task (in which case Crowd Proof shall be under no obligation to continue work on it).

4. Crowd Proof’s Obligations

4.1 All Work produced in respect of the Services shall be produced with reasonable skill and care.

4.2 Crowd Proof shall use reasonable endeavors to provide the Services, and to deliver the Work to the Client, in accordance with the Task in all material respects.

4.3 Crowd Proof shall use reasonable endeavors to meet any performance dates specified in the Task, but any such dates shall be estimates only and time for performance by Crowd Proof shall not be of the essence of these Terms or of any Task.

4.4 Whilst Crowd Proof will follow the instructions in the Task, Client acknowledges that it shall have no control over the manner in which, or the location at which, the Services shall be provided, nor the choice of tools and equipment by which the Services will be provided.

4.5 Crowd Proof will use all reasonable endeavors to ensure that the Website is free from viruses, trojans, or other malware.

4.6 Client acknowledges that the range of Services provided are neither unlimited nor fixed, and that Crowd Proof may without liability (i) refuse to accept any Task; and (ii) increase or reduce the scope of the Services at any time.

5. Warranties

5.1 Crowd Proof undertakes a wide range of Tasks for a wide range of clients. Work on the Tasks is provided by Crowd Proof employees, and Crowd Proof my at times use Freelancers. Crowd Proof employees and Freelancers are not employed in your business day to day, and will inevitably have a subjective assessment of the best way to carry out the Task. Crowd Proof cannot and does not guarantee that all Work will be 100% error-free or comprehensive.

5.2 Crowd Proof makes no warranty that:

(a) the Services will meet the Client's requirements;

(b) the Website will be uninterrupted in its availability, timely, secure, or error-free;

(C) the Work will be error-free or comprehensive;

(d) any particular Crowd Proof employee or Freelancer will be available to carry out any Task;

(e) the Client Material and Confidential Information will be 100% secure against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, despite Crowd Proof taking appropriate technical and organizational measures intended to ensure such security; or

(f) the quality of any Work obtained by the Client through the Services will meet the Client's expectations.

5.3 No advice or information, whether oral or written, obtained by Client from Crowd Proof (including from any Freelancer) shall operate to create any warranty not expressly stated in these Terms.

5.4 To the maximum extent permitted by law, Crowd Proof disclaims any and all implied warranties in respect of the Work, the Services and the Crowd Proof employees and Freelancers, except as expressly set out in these Terms.

6. Client’s Obligations

6.1 The Client shall at all times:

(a) cooperate with Crowd Proof in all matters relating to the Services;

(b) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the receipt by it of the Services;

(C) ensure that it has the right to submit Tasks, including any Intellectual Property Rights contained in it;

(d) not submit Tasks that it does not have permission to purchase;

(e) refrain from submitting Tasks that, if completed, are likely to involve the infringement of any person's Intellectual Property Rights or which might be offensive, illegal, defamatory or which might violate the rights, harm, or threaten the safety of any person.

(f) refrain from submitting Tasks that, if completed, are likely to involve the processing of personal data involving individual children, individuals’ criminal records, or any of the following: personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation.

6.2 If Crowd Proof’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Crowd Proof shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

6.3 The Client shall be liable to pay to Crowd Proof, on demand, all reasonable costs, charges or losses sustained or incurred by Crowd Proof (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person, and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms, subject to Crowd Proof confirming such costs, charges and losses to the Client in writing.

6.4 The Client warrants that it has the right to disclose the Confidential Information and the Client Material to Crowd Proof and to authorize Crowd Proof to use it for the purpose of providing the Services.

6.5 When the Client registers with the Website, the Client will be asked to choose login details for its account. The Client acknowledges and agrees that it is entirely responsible for safeguarding and maintaining the confidentiality of the username and password used to access its account. Client authorises Crowd Proof to assume that any person using the Website with Client's username and password is the Client or is authorized to act for the Client. Client agrees to notify Crowd Proof immediately if it suspects or becomes aware of any unauthorized use of its account, or any unauthorized access to or misuse of its login details.

6.6 The Client agrees not to reproduce, duplicate, copy or re-sell the Services, the Website or any part of them.

6.7 The Client acknowledges that it is not entitled to direct or control the work of any Crowd Proof employee or Freelancer, or impose any specific time of day or location in which the Task is to be fulfilled.

7. If Client is Unhappy with Services

7.1 If the Client is not satisfied with the Work or any other aspect of the Services, contact should in the first instance be made by way of the Website at https://www.crowdproof.com/revisions. If Client can demonstrate that a particular requirement of a Task accepted by Crowd Proof has not been met, but that Charges have been made (or Client's allocation of Tasks purchased by the Monthly Subscription Charge has been decremented) in respect of the requirement, Crowd Proof shall arrange for the Work to be completed satisfactorily.

If the Client remains not satisfied with the Work or any other aspect of the Services, contact should then be made to tasks@crowdproof.com. If Client can demonstrate that a particular requirement of a Task accepted by Crowd Proof still has not been met, but that Charges have been made (or Client's allocation of Tasks purchased by the Monthly Subscription Charge has been decremented) in respect of the requirement, Crowd Proof shall either (at its option) arrange for the Work to be completed satisfactorily or arrange for a credit of the Task charged in respect of such unmet requirement.

7.2 Refunds are at the sole discretion of Crowd Proof.

8. Charges and Payment

8.1 The Client shall be solely responsible for the payment of the Charges.

8.2 Crowd Proof shall ensure that every Crowd Proof employee or Freelancer whom it engages on the Services records the amount of time spent on the Services.

8.3 The Client shall pay the total Charges to Crowd Proof in advance by credit or debit card or via PayPal without deduction or set-off. The Monthly Subscription Charge shall be payable on the Bill Day of each month.

8.4 The parties agree that Crowd Proof may review and increase its Monthly Subscription Charges. Crowd Proof shall give the Client written notice of any such increase in advance of the proposed date of that increase. If such increase is not acceptable to the Client, it may, within 10 days of the date of such notice, terminate the agreement constituted by these Terms by giving written notice to Crowd Proof. Such termination shall take effect on the next Bill Day.

8.5 In the event that payment is not rejected or is for any reason (other than default or negligence of Crowd Proof) not received in advance of the relevant Services being provided then, without prejudice to any other right or remedy that Crowd Proof may have:

(a) the Client shall pay interest on the overdue amount at the rate of 4% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and

(b) Crowd Proof may suspend all Services until payment has been made in full.

8.6 All sums payable to Crowd Proof under these Terms shall become due immediately on its termination, despite any other provision. This clause 8.5 is without prejudice to any right to claim for interest under the law, or any such right under these Terms.

8.7 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.8 In the event that following reasonable efforts on Crowd Proof’s part to recover any sums owed to it under these Terms by the Client, Crowd Proof may refer the matter to an accredited collections agency. Crowd Proof shall be entitled to charge to Client any sums charged by such collection agency in respect of recovery of the outstanding sums.

9. Intellectual Property Rights

9.1 As between the Client and Crowd Proof, all Intellectual Property Rights and all other rights in the Work shall be owned by Crowd Proof. Subject to clause 9.3, Crowd Proof licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the Work and the Services for its own internal business uses (including for the purposes of providing its goods and/or services to third parties). In no circumstances shall Client be entitled to resell the Work to any third party without the prior written consent of Crowd Proof.

9.2 For the avoidance of doubt, any Confidential Information of Client and any Client Material shall remain in the ownership of Client.

9.3 The Client acknowledges that, where Crowd Proof does not own any or all of any pre-existing materials comprised in any Work, the Client's use of rights in pre-existing materials is conditional on Client obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Client to use the Work.

10. Confidentiality and Crowd Proof’s Property

10.1 Crowd Proof shall keep the Confidential Information disclosed to it confidential and, except for the purposes of providing the Services (including disclosing it to Crowd Proof employees or Freelancers, who may disclose it to their sub-contractors), or with the prior written consent of the Client, shall not:

(a) use or exploit the Confidential Information in any way;

(b) disclose or make available such Confidential Information in whole or in part to any third party; or

(C) copy, or otherwise record the Confidential Information.

10.2 The obligation in clause 10.1 shall not apply to any information which:

(a) is, or becomes, generally available to the public (other than as a result of disclosure by Crowd Proof in breach of these Terms); or

(b) was available to Crowd Proof on a non-confidential basis before disclosure by the Client; or

(C) was, is or becomes available to Crowd Proof on a non-confidential basis from a person who, to Crowd Proof’s knowledge, is not bound by a confidentiality agreement with the Client, or otherwise prohibited from disclosing the information to the Client; or

(d) was lawfully in the possession of Crowd Proof before the information was disclosed to it by the Client; or

(e) the parties agree in writing is not confidential or may be disclosed; or

(f) is developed by or for Crowd Proof, independently of the information disclosed by the Client; or

(g) is trivial, obvious or useless.

10.3 Crowd Proof may disclose the Client's Confidential Information to its employees and to those of its Freelancers who need to know the Confidential Information for the purposes of providing the Service.

10.4 Crowd Proof may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Client as much notice of that disclosure as possible.

10.5 At the reasonable request of the Client, Crowd Proof shall destroy or return the Confidential Information to the Client and any materials (whether in written or other recorded form) containing, or making use of the Confidential Information.

11. Limitation of Liability

11.1 Nothing in these Terms limits or excludes Crowd Proof’s liability for:

(a) death or personal injury caused by its negligence;

(b) its fraud or fraudulent misrepresentation; or

(C) any liability which cannot be limited or excluded by applicable law.

11.2 Subject to clause 11.1, Crowd Proof shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill;

(f) loss of use or corruption of software, data or information;

(g) any indirect or consequential loss.

11.3 Subject to clause 11.1 and clause 11.2, Crowd Proof's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to:

(a) $200 per claim or series of connected claims; and

(b) in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of two times the total Charges paid by the Client in that period.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 14 days after being notified to make such payment;

(b) the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other is affected by an event or process of insolvency, or ceases to conduct business; or

(d) the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms.

12.2 Either party may terminate the agreement constituted by these Terms at any time by notice of not less than one full Monthly Subscription Charge period. In the event that notice is given part-way through a Monthly Subscription Charge period, the agreement will terminate on the Bill Day following the Bill Day which follows the date on which notice is given.

13. Consequences of Termination

13.1 On termination of these Terms:

(a) the Client shall immediately pay to Crowd Proof all of Crowd Proof’s outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, Crowd Proof may submit an invoice, which shall be payable immediately on receipt;

(b) Client may, from one month from the date of such termination, cease to have access to any information in respect of any particular Task;

(c) The following clauses shall continue in force: clause 9 (Intellectual Property Rights), clause 10 (Confidentiality and Crowd Proof's Property), clause 11 (Limitation of Liability), clause 13.1, clause 1.7 (Governing Law and Jurisdiction).

13.2 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14. Force Majeure

14.1 Force Majeure Event means any circumstance not within a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labor or trade dispute, strikes, industrial action or lockouts;

(h) non-performance by suppliers, subcontractors and Freelancers; and

(i) interruption or failure of utility service.

14.2 Provided it has complied with clause 14.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

14.4 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving 1 week's written notice to the Affected Party.

15. Variation

15.1 Subject to clause 15.2, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

15.2 Crowd Proof may revise these Terms from time to time and will notify Client of any change in advance by means of the Website. Crowd Proof will only revise the Terms applicable to the then-current Monthly Subscription Charge billing period to the extent that they are necessary to reflect the changes in relevant laws and regulatory requirements. All other revisions will apply from the following Monthly Subscription Charge billing period.

16. Miscellaneous

16.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.2 A reference to writing or written includes e-mail and interaction through the Website. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses are to the clauses of these Terms.

16.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

16.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

16.5 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

16.6 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.7 The agreement constituted under these Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.

16.8 The Client agrees that any terms and conditions inconsistent with or in addition to these Terms, including any Purchase Order terms and conditions purported to be imposed by Client, shall not be applicable.

16.9 The agreement constituted under these Terms is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms. Crowd Proof may at any time on 30 days' notice assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Terms.

16.10 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.11 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.12 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.

Crowd Proof Contact Information

Contact Crowd Proof with any questions or comments about this Privacy Policy, your Personally Identifiable Information, our third-party disclosure practices, or your consent choices at hello@crowdproof.com or by phone at 802.391.4147.