Terms of Service

1. Definitions

1.1. Defined Terms

In addition to terms defined elsewhere in these Terms of Service, the following terms have the meanings given below.

1.2. Account

An account You create on the Website to access the Service.

1.3. AI Feature

Has the meaning given in Section AI-Powered Features.

1.4. Billing Cycle

Has the meaning given in Section Subscriptions.

1.5. Content

Has the meaning given in Section Content.

1.6. Fee

Has the meaning given in Section Fee Changes.

1.7. Operator

Ecra Ventures LLC, a Delaware limited liability company, with its registered office at 8 The Green, Suite 11919, Dover, DE 19901, USA.

1.8. Service

The Website, the features and functionality made available through the Website, and any related online services operated by the Operator.

1.9. Subscription

Has the meaning given in Section Subscriptions.

1.10. User

Any visitor, user, or other individual or entity who accesses the Website for any purpose.

1.11. Website

The AskForFunding.com website operated by the Operator.

2. Business to Business

2.1. Service Intention

The Website and Service are strictly intended for use by businesses and their authorized representatives for a commercial purpose. By using the Website, or engaging the Service, You represent that You are an authorized representative of a business or are otherwise acting in a business capacity (which, for the purposes of these Terms of Service, includes sole proprietors and individuals doing business as themselves), and warrant that this is a business-to-business transaction and NOT a business-to-consumer transaction. Upon any interaction with the Website, with or without ultimate engagement of the Service, You fully warrant and represent that Your intended use of the Website is for a business-to-business transaction.

2.2. Consumer and Small-Business Protections

Notwithstanding the business-to-business representation above, nothing in these Terms of Service operates to waive or limit any consumer or small-business protections that apply to You by law and that cannot be contracted around in Your jurisdiction, including, where applicable, the Australian Consumer Law and the unfair-contract-terms regime under Part 2-3 of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), and any analogous protections under Canadian federal or provincial law. To the extent any provision of these Terms of Service would be unenforceable against You under such laws, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from these Terms of Service as applied to You.

3. Communications

3.1. Website-User Communication

The Website and Operator will, from time to time, communicate with You. By creating an Account or otherwise engaging the Service, You agree to receive communications from the Operator necessary to operate Your Account, including transactional, billing, security, support, and other service-related communications by email, telephone, or SMS, regardless of any marketing-communications opt-out You may have exercised.

3.2. Marketing Email

Where You have provided the consent required by applicable law (which may include consent under the U.S. CAN-SPAM Act of 2003, Canada's Anti-Spam Legislation (S.C. 2010, c. 23) ("CASL"), the Australian Spam Act 2003 (Cth), or other applicable law), the Operator may send You marketing or promotional communications by email. You may opt out of marketing emails at any time by following the unsubscribe link in any marketing email or by visiting askforfunding.com/site/unsubscribe. Opting out of marketing emails does not affect transactional or service-related emails.

3.3. Marketing SMS

Where You have provided the consent required by applicable law (which may include the U.S. Telephone Consumer Protection Act, 47 U.S.C. § 227 and its implementing regulations, the U.S. CAN-SPAM Act of 2003, CASL, the Australian Spam Act 2003 (Cth), and other applicable law), the Operator may send You marketing SMS messages, which may be sent through automated, third-party, or AI-assisted systems on the Operator's behalf. SMS marketing consent is not a condition of any purchase of the Service. Standard message and data rates from Your carrier may apply. Message frequency varies. You may opt out of marketing SMS at any time by replying STOP to any marketing message; a confirmation message may be sent after Your opt-out. SMS sent for transactional, customer-service, or account-related purposes are not subject to marketing opt-out and may continue.

3.4. Automated Communications

Certain Service communications are generated and sent automatically, including communications containing AI-generated content (for example, periodic investor match digests). You may opt out of any such automated marketing communications using the unsubscribe instructions included in such communication. Opting out does not affect Your Subscription or Your ability to use AI Features on demand through Your Account.

3.5. User-User Communication

The Service enables Users to communicate with one another through the Account dashboard and through other communication channels operated by the Operator. You are solely responsible for the content, accuracy, and lawfulness of all communications You send through the Service, including compliance with applicable email-marketing and anti-spam laws. User communications may be monitored by the Website as described in the MONITORING section.

3.6. Monitoring

Communications transmitted through the Service may be monitored by automated systems and, where appropriate, reviewed by Operator personnel for the purposes of ensuring the security and integrity of the Service, detecting and preventing fraud and abuse, responding to support requests, and enforcing these Terms of Service. The Operator may share communications with law enforcement, regulators, or financial institutions in response to lawful requests, in connection with investigations or payment-related verification, or as the Operator deems necessary to protect the security or integrity of the Service or the rights of any User. By engaging with the Website or the Service, You acknowledge and agree to such monitoring and disclosure.

4. Subscriptions

4.1. Billing Cycle

The Service offers You the option of selecting paid additional features of the Service, billed on a recurring basis (a "Subscription" or "Subscriptions"). Billing for Subscriptions is done in advance on a recurring and periodic basis, approximately every four (4) weeks (the "Billing Cycle"). The Billing Cycle may differ depending on the purchase date, the calendar year, bank holidays, and the number of days in the month being billed. The Website and Operator have the right to make changes to the Billing Cycle, provided any such change is preceded by at least thirty (30) days' prior notice.

4.2. Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE UNDER THE SAME TERMS UNTIL YOU OR THE OPERATOR CANCEL IT. The Operator will charge the payment method on file for each renewal Billing Cycle at the then-applicable Fee. You may cancel Your Subscription at any time as described in Section Cancellation.

4.3. Automatic Renewal Disclosures

In compliance with California's Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.) and similar laws in other jurisdictions, the Operator will provide clear and conspicuous disclosure of the automatic renewal terms and the cancellation method at the time of Your initial purchase, will obtain Your affirmative consent to those terms, will provide an acknowledgment of the renewal terms and cancellation method following Your purchase, and will provide notice of any material changes to the Subscription before they take effect.

4.4. Billing Information

A valid payment method, including a credit card or other method authorized by the Website, is required to process the payment for Your Subscription. You agree that the billing information provided to the Website, including full name, address, state, ZIP code, telephone number, and payment information, is accurate, valid, and complete. By submitting the foregoing billing information, You authorize the Website and the Operator to charge all Subscription Fees, selected by You and incurred through Your Account, to the payment method You have provided. Payment information is processed by the Operator's third-party payment processor; the Operator does not store full payment card numbers.

4.5. Billing Failure

Should automatic billing fail to occur for any reason, the Website will automatically make additional attempts to rebill using the payment information You have provided. If additional attempts are also unsuccessful, Your Account may be cancelled. You can update Your payment details in Your Account at any time.

5. Fee Changes

5.1. Change of Service Fee

The Operator, in its sole discretion and at any time, may modify the Service fees (the "Fee" or "Fees"). Any Fee change will become effective at the end of the then-current Billing Cycle.

5.2. Notice of Fee Change

The Website and/or Operator will provide You with reasonable prior notice of any Fee change, and You will have the opportunity to terminate Your use of the Service before such Fee change goes into effect.

5.3. Use of Service After Fee Change

Your continued use of the Service after a modification to the Fees is effective constitutes Your agreement and acceptance of the new Fee amount.

6. Refunds

6.1. Refund Policy

Please see the Website's Refund Policy for complete information.

6.2. Refund Requests

Under unique circumstances, refunds may be considered by the Website and/or Operator on a case-by-case basis and granted at the sole discretion of the Website and/or Operator.

7. No Guarantee

7.1. No Guarantees of Success

Neither the Website nor the Operator makes any guarantees regarding Your level of success as a result of Your use of the Website or the Service. No refunds will be provided based on any level of success or lack thereof.

7.2. No Interest

If You do not see any interest after twelve (12) months of continued payment of Subscription Fees, please contact customer support to see if You qualify for a special offer to use the Service for Your next venture.

8. AI-Powered Features

8.1. AI Features Defined

The Website and Service may offer features that utilize artificial intelligence, machine learning, large language models, or other automated processing technologies to generate content, suggestions, analyses, recommendations, matches, drafts, or other outputs based on information You provide or that is associated with Your Account (collectively, "AI Features"). AI Features currently available through the Service include, without limitation, AI-powered investor matching, periodic AI-generated investor match digests, AI-assisted message drafting, and AI-assisted SMS. Additional AI Features may be introduced, modified, or discontinued at any time at the sole discretion of the Operator.

8.2. Consent to AI Processing

By using any AI Feature, You consent to the information You provide — including, without limitation, Your funding request details, business information, fundraising goals, Account data, and any prompts or content You submit in connection with an AI Feature — being transmitted to and processed by third-party artificial intelligence service providers engaged by the Operator. These providers process Your information solely to deliver AI Features on the Operator's behalf and are obligated not to use Your information for any other purpose, including for training their own foundation models, except to the extent permitted by their applicable terms with the Operator. The Operator's current AI service providers and other material sub-processors are listed at askforfunding.com/subprocessors.

8.3. Not Professional Advice

All output generated by AI Features, including without limitation investor match suggestions, match explanations, drafted messages, analyses, and recommendations, is provided for informational and convenience purposes only. AI Feature output does not constitute investment advice, financial advice, legal advice, business advice, or any other form of professional advice. The Website is not a registered investment adviser, broker-dealer, or financial institution. You should not rely on AI Feature output as a substitute for independent professional judgment, and the Operator expressly disclaims any responsibility for decisions made in reliance on AI-generated output.

8.4. No Warranty on AI Output

AI Feature output is generated algorithmically and may be inaccurate, incomplete, outdated, biased, unsuitable for Your specific circumstances, or otherwise unreliable. The Operator makes no representations or warranties, express or implied, regarding the accuracy, quality, fitness, or reliability of any AI-generated output.

8.5. Your Responsibility for Use of AI Output

You are solely responsible for reviewing, evaluating, and verifying any AI-generated output before acting on it or transmitting it to any third party. By sending, publishing, or otherwise using any AI-generated content — including messages or SMS sent to investors or other Users through the Service — You represent that You have reviewed such content and accept full responsibility for it. The Operator assumes no liability for any consequence arising from Your use or transmission of AI-generated output.

8.6. Sensitive Information

You should not submit information to any AI Feature that You consider highly sensitive or confidential beyond what is reasonably necessary to use the feature. While the Operator takes reasonable measures to protect Your information, You acknowledge that data submitted through AI Features is processed by third-party providers and that no transmission of data over the internet is entirely secure.

8.7. Automated Communications

Certain AI Features operate automatically and do not require Your active participation to generate output. As an active subscriber, You may receive periodic communications containing AI-generated content, such as investor match emails, as part of the Service. You may opt out of such automated communications at any time by following the unsubscribe instructions included in any such communication, without affecting Your Subscription or Your ability to use AI Features on demand through Your Account.

8.8. Modification or Discontinuation

AI Features are provided on an "as available" basis. The Operator reserves the right to modify, limit, suspend, or discontinue any AI Feature at any time, with or without notice, and without liability to You.

9. Content

9.1. Content Responsibility

The Website and Service allow You and other Users to post, link, share, and otherwise make available certain information, text, graphics, videos, or other material (the "Content"). You are responsible for the Content that You provide to the Service, Website, or Operator, including without limitation its legality, accuracy, reliability, and appropriateness.

9.2. Representation of Content

By providing Content to the Service, Website, or Operator, You represent and warrant that: (i) the Content is owned by You and/or You have the right to use the Content and the right to grant the rights and license to the Service, Website, and Operator as provided in these Terms of Service; and (ii) Your provision of the Content to the Service, Website, or Operator does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. The Website and Operator reserve the right to terminate any Account found to be infringing on any intellectual property or the rights of another person or entity.

9.3. Removal of Content

The Website and the Operator may, at their sole discretion, remove any Content for any reason or for no reason. If Your Content is removed by the Website or the Operator solely for reasons unrelated to a violation of these Terms of Service, You may be entitled to a refund.

9.4. Moderation

The Website and the Operator have the right, but not the obligation, to monitor and edit all Content provided by Users. If You believe that Content on this Website violates these Terms of Service or the Acceptable Use Policy, please contact Us.

9.5. Distribution of Content

Content on the Website may not be used without express permission from the Operator. Distribution, modification, transmittal, reuse, download, repost, copy, or use of Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from the Operator, is strictly prohibited.

10. Acceptable Use Policy

10.1. Prohibited Uses

You may not use the Website, the Service, or any Content posted on the Website to do any of the following, and You may not authorize or assist any third party to do any of the following:

1. violate any applicable law, regulation, or third-party right;
2. post, transmit, or otherwise make available Content that is unlawful, fraudulent, deceptive, defamatory, libelous, threatening, harassing, or invasive of another's privacy;
3. post, transmit, or otherwise make available Content that promotes hatred, racism, or the demonization of any minority group;
4. post, transmit, or otherwise make available Content that is sexually explicit, obscene, or otherwise inappropriately sexual in nature;
5. infringe any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any party;
6. send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation prohibited by law;
7. upload, transmit, or distribute viruses, worms, malware, or any other code or technology that may damage, disable, overburden, or impair the Service;
8. attempt to gain unauthorized access to the Service, other Users' Accounts, or any related systems or networks, or interfere with or disrupt the integrity, performance, or security of the Service;
9. circumvent, disable, or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any Content, or features that enforce limitations on use of the Service;
10. misrepresent Your identity or affiliation with any person or entity, or impersonate any person or entity;
11. collect or harvest personal information about other Users without their consent;
12. use the Service to make any unsolicited communications in violation of applicable law, including the U.S. Telephone Consumer Protection Act and CAN-SPAM Act;
13. use the Service in connection with any offering or solicitation of securities in violation of applicable securities laws.

10.2. Enforcement

Violations of this Acceptable Use Policy may result in immediate suspension or termination of Your Account at the Operator's sole discretion, in addition to any other remedies available to the Operator.

11. Securities and Investment Disclaimers

11.1. Not a Broker-Dealer or Investment Adviser

The Operator is not a registered broker-dealer, investment adviser, or crowdfunding portal. The Service is a network for businesses to connect with potential funding sources. The Operator does not offer investment, fundraising, financial, legal, or tax advice. The Operator makes no recommendation that any investor make any particular investment, or that any company offer any securities. No securities transactions are negotiated or executed through the Website, and the Operator receives no compensation in connection with the purchase or sale of securities.

11.2. Investor Information Not Verified for Accreditation

The Operator does not verify the accredited investor status of any User. It is the responsibility of the entrepreneur and any party offering or selling securities to ensure compliance with applicable securities laws, including any required investor verification under Regulation D, Regulation A, or other applicable securities offering frameworks.

11.3. Investor Profile Information

Investor profile information available through the Service is curated by Operator staff from public, lawful, and authorized sources, including investor self-submissions. The Operator does not warrant the accuracy, completeness, or current status of any investor profile. Investors may request removal of their profile at askforfunding.com/site/removal.

11.4. Your Due Diligence Obligation

You are solely responsible for conducting Your own due diligence, including legal, regulatory, and financial due diligence, in connection with any potential transaction or relationship arising from use of the Service.

12. External Links

12.1. Third-Party Links

The Website and Service may contain links to third-party websites or services that are not owned or controlled by the Website or the Operator. You, at Your own discretion, are responsible for Your interaction with and understanding of the information provided by any third-party link.

12.2. Third-Party Content and Practices

Neither the Website nor the Operator has control over the content or practices of any third-party website, their service, or their claims, and assumes no responsibility or liability related to such. The Website and the Operator do not warrant the offerings of any third-party entity, individual, website, or service. It is recommended that You read the terms and conditions and privacy policy of any third-party website or service, whether provided in the Content on this Website or not.

13. Accounts

13.1. Account Representations

When You create an Account on the Website, You guarantee that You are above the age of eighteen (18) and that the information You provide to the Website, Service, or Operator is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your Account.

13.2. Responsibility for Your Account

You are responsible for maintaining the confidentiality of Your Account and password, including, without limitation, restricting access to Your electronic device and Account. You agree to accept responsibility for any and all activities or actions that occur under Your Account and password, whether Your password is with the Website or a third party. You must notify the Operator immediately upon becoming aware of any breach of security or unauthorized use of Your Account.

13.3. Username

You may not use as a username the name of another person or entity, a name not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.

14. Account Termination

14.1. Termination of Access

The Website and the Operator may terminate or suspend Your Account and bar access to the Website or Service immediately, without prior notice or liability, under the sole discretion of the Website and the Operator, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms of Service.

14.2. Cancellation by You

You may cancel Your Subscription at any time. Cancellation options available to You may include cancelling directly through Your Account dashboard, where that option is enabled for Your Account, or by contacting Our customer support team at the telephone number listed at the end of these Terms of Service. The cancellation options available to You depend on Your jurisdiction, the type of Subscription, and the configuration of Your Account; in all cases at least one cancellation method will be available to You. If You cancel Your Subscription, You will not be charged for any subsequent Billing Cycle, but will not be entitled to a refund of Fees already paid except as provided in the Refund Policy.

14.3. Effect of Cancellation

Upon cancellation, Your access to paid features will continue until the end of the then-current Billing Cycle, after which Your Account will revert to a non-paid state or be deactivated as the Operator determines. Information associated with Your Account will be retained or deleted in accordance with the Privacy Policy.

14.4. Survival of Terms After Termination or Cancellation

All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, governing law, and arbitration.

15. Intellectual Property

15.1. Protection by Intellectual Property Laws

The Website and Service, their features and functionality, along with their original content (excluding Content provided by You or other Users), are and will remain the exclusive property of the Website, the Operator, and its licensors. The Website and the Service are protected by the copyright, trademark, and other laws of both the United States and foreign countries. Any trademarks and trade dress of the Website and the Service may not be used in connection with any product or service without the prior express written consent of the Operator.

15.2. Violation

Unlawful or unauthorized use of the Website Content may cause the Operator irreparable harm for which monetary damages may be inadequate. The Operator is entitled to seek injunctive relief and to recover its actual damages, attorney's fees, and costs incurred in connection with such use, in addition to any other remedies available at law or in equity.

16. DMCA Notice and Copyright Agent

16.1. DMCA Policy

The Operator respects the intellectual property rights of others and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), the Operator will respond to claims of copyright infringement committed using the Service that are reported to the Operator's designated copyright agent identified below.

16.2. Notice of Infringement

If You are a copyright owner or an agent thereof and believe that any Content infringes upon Your copyrights, You may submit a notification pursuant to the DMCA by providing the designated copyright agent with the following information in writing: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the allegedly infringing material is located on the Service; (iv) Your address, telephone number, and email address; (v) 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 (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or are authorized to act on the copyright owner's behalf.

16.3. Designated Agent

The Operator's designated copyright agent for notice of claims of copyright infringement can be reached as follows: DMCA Agent, Ecra Ventures LLC, 8 The Green, Suite 11919, Dover, DE 19901, USA; Email: [email protected]; Telephone: 855-838-1111.

16.4. Repeat Infringers

It is the Operator's policy, in appropriate circumstances and at its sole discretion, to terminate the Accounts of Users who are determined to be repeat infringers.

17. Anti-Scraping and Unauthorized AI Training

17.1. Prohibited Collection

Except as expressly authorized by the Operator in writing or through a documented public interface (such as designated AI assistants whose access is configured by the Operator), You may not, and may not permit any third party to, (i) access, scrape, crawl, harvest, mirror, or otherwise collect data from the Website or Service through automated means; (ii) use the Website, Service, or any Content to train, fine-tune, or otherwise develop any artificial intelligence model, machine learning model, dataset, or competing service; or (iii) circumvent, disable, or interfere with any technical measure, including any robots.txt directive, rate limit, or web application firewall rule, that the Operator employs to control access to the Website, Service, or Content.

17.2. AI Training Use

All Content made available through the Service is provided solely for use within the Service. Use of the Service or any Content for the purpose of training or developing artificial intelligence models or datasets, by any person other than the Operator and its authorized AI service providers acting in connection with AI Features described in these Terms of Service, is expressly prohibited.

17.3. Remedies

Violations of this Section may result in immediate suspension or termination of Your Account and any other remedies available to the Operator at law or in equity, including injunctive relief and damages.

18. Indemnification

18.1. Indemnification from Use

You agree to defend, indemnify, and hold harmless the Website, the Operator, and its licensee(s) and licensor(s), and their employees, contractors, agents, officers, owners, shareholders, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses — including, without limitation, attorney's fees — resulting from:

1. use of and/or access to the Website or Service by You or any entity You represent, or any person using Your Account and password;
2. a breach of these Terms of Service by You, any entity You represent, or any person using Your Account and password;
3. reliance — by You, any entity You represent, or any person using Your Account and password — on any Content posted on the Website;
4. reliance — by You, any entity You represent, or any person using Your Account and password — on any AI-generated output or recommendations produced by AI Features; and
5. any understanding or interpretation of and reliance on — by You, any entity You represent, or any person using Your Account and password — the statements of the Website regarding Content provided to the Website, Service, or the Operator.

19. Limitation of Liability

19.1. No Liability

In no event shall the Website, the Operator, nor their licensee(s) and licensor(s), and their employees, contractors, agents, officers, owners, shareholders, and directors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from any:

1. access to or use of, or inability to access or use, the Website or Service;
2. conduct or Content of any third party on the Website or Service;
3. Content obtained from the Website or Service;
4. AI-generated output produced by AI Features; and
5. unauthorized access, use, or alteration of Your transmissions or Content;

whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not the Website and/or the Operator have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

20. Disclaimer

20.1. Use at Your Sole Discretion

Your use of the Website and/or Service is at Your sole discretion and any risk that may be associated with such use is Your responsibility. The Website and Service are provided on an "AS IS" and "AS AVAILABLE" basis. The Website and Service are provided without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for any particular purpose, non-infringement, or course of performance.

20.2. No Warranties

Neither the Website, the Operator, its subsidiaries, affiliates, nor its licensors warrant that (i) the Website or Service will function uninterrupted, secure, or available at any particular time or location; (ii) any errors or defects will be corrected; (iii) they are free of viruses or other potentially harmful components; or (iv) the results of using the Website and/or the Service will meet Your requirements.

21. Exclusions

21.1. Jurisdictions with No Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages. To the extent any of the limitations or exclusions in these Terms of Service are unenforceable in Your jurisdiction, the limitation or exclusion will be modified to the maximum extent permitted by law.

22. Governing Law

22.1. Delaware Law

These Terms of Service shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions.

22.2. No Waiver of Rights

Any failure to enforce any right or provision of these Terms of Service by the Website or the Operator will not be considered a waiver of those rights. If any provision of these Terms of Service is held to be invalid or unenforceable by a court, the remaining provisions of these Terms of Service will remain in effect. These Terms of Service constitute the entire agreement between You and the Website, Service, and Operator regarding the Website and Service, and replace any prior agreements between You and the Website, Service, and Operator regarding the Website and Service.

23. No Damages

23.1. No Liability for Incidental or Consequential Damages

You agree that the Website and Operator shall in no way be liable for incidental or consequential damages of any kind.

24. Binding Arbitration and Class Action / Jury Trial Waiver

24.1. Application of Term

This Section applies to all Users of the Website and the Service, except Users located outside of the United States and its territories.

24.2. Notice of Claim

Should a claim arise, You and the Website agree to provide written notice to the other party at least ninety (90) days prior to filing for arbitration in an attempt to resolve the matter amicably.

24.3. Waiver of Jury Trial and Class Action

You, the Website, and the Operator do not authorize, do not consent to, specifically preclude, and hereby waive any right to a jury trial and to class-action arbitration.

24.4. Binding Arbitration

In the unlikely event You, the Website, and the Operator are unable to resolve a claim within ninety (90) days of receipt of proper notice of such claim, You, the Website, and the Operator agree to resolve the claim by final and binding arbitration before an arbitrator from the American Arbitration Association in the State of Delaware.

24.5. Venue of Arbitration

Any arbitration proceeding shall be venued in the State of Delaware, to the exclusion of any other venue. You, the Website, and the Operator hereby submit to the exclusive jurisdiction of such arbitration venue and waive any claim that any such proceeding has been brought in an inconvenient forum or that the venue of such proceeding is improper. Virtual arbitration attendance by the American Arbitration Association is not deemed improper unless so decided by any court of competent jurisdiction.

24.6. Judgment and Award

Judgment on the arbitration award may be entered in any court of competent jurisdiction in the State of Delaware. You, the Website, and the Operator agree that any award from arbitration shall not exceed the greater of (1) the total Fees paid by You to the Website in the twelve (12) months preceding the claim, less any discounts, refunds, or chargebacks, or (2) one thousand U.S. dollars ($1,000).

24.7. Arbitration Costs and Attorney's Fees

You, the Website, and the Operator agree that the costs of arbitration will be the responsibility of the claimant and that each party is responsible for its own attorney's fees.

25. Not Intended for EU, EEA, or UK Residents and Citizens

25.1. EU, EEA, and UK Residents and Citizens

The Website and Service are not intended for use by residents or citizens of the European Union, the European Economic Area, or the United Kingdom. If You are a resident or citizen of any of these jurisdictions, You must immediately discontinue Your use of the Website and/or Service.

26. Changes

26.1. Modifications to the Terms of Service

The Operator reserves the right, at its sole discretion, to modify or replace these Terms of Service or any of the Terms at any time. If a revision is material, We will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the Operator's sole discretion.

26.2. Continued Use After Changes

By continuing to access or use the Website or Service after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Website or Service.

27. Miscellaneous

27.1. Severability

If any Term in these Terms of Service is held invalid by a court of competent jurisdiction, such invalidity will not affect the validity or effect of any other Term.

28. Contact Us

If You have any questions about these Terms of Service, please contact Us at:

Ecra Ventures LLC

8 The Green, Suite 11919

Dover, DE 19901, USA

Telephone: 855-838-1111

Email: [email protected]