CrowFly Legal & Privacy Policy

CrowFly, LLC (“We, Us, Our”) maintains this Website (“Website”) to provide general information about us. Access to and use of this Website is governed by the following terms and conditions (“Terms and Conditions”). By accessing and using this Website, you accept and agree to be bound by these Terms and Conditions, regardless of whether you have read through all of the applicable terms, which are subject to change and revision from time to time without notice. Any such changes will be effective immediately upon being posted to this Website. Each time you use this Website, you should review the current Terms & Conditions and all linked documents, if any. Your continued use of this Website will indicate your acceptance of the current Terms and Conditions.

Legal Notice/Terms of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Terms and Conditions of Service

Effective Date: August 19, 2019

CrowFly, LLC (hereinafter “we” or “us”) facilitates the buying and selling of a portion or the entirety of future payments to be received by a Seller (defined below) pursuant to a valid court ordered structured settlement (a “Structured Settlement Payments”) through its website, currently located at www.crowfly.com (the “Site”), by providing a selection of services, tools and resources, including providing general information regarding selling of and investing in Structured Settlement Payments (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions of Service (the “Agreement”). This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.

We may make changes to this Agreement from time to time by posting such changes to the Site and requiring you to affirm the revised Agreement. By continuing to use the Service after notice of such change(s) is given, you agree to be bound the revised Agreement.

License

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Additional Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:

1. Privacy Policy

2. Copyright Policy

3. Complaint Policy (including Privacy and Trademark)

4. Additional Terms (as defined below)

5. Anti-Money Laundering Notice and Policy

6. Any additional terms that will be presented to you for your acceptance in connection with your use of the Services

Your access to and use of certain portions and functionalities of the Service are conditioned upon your acceptance of terms and conditions applicable to those specific portions and functionalities (the “Additional Terms”), and are in addition to this Agreement. The applicable Additional Terms will be presented to you when you sign up for the applicable Service. For Buyers (defined below) of structured settlements (“Settlements”) on the Service, the CrowFly Buyers’ Agreement shall be the Additional Terms. For Sellers, the CrowFly Sellers’ Listing Agreement shall be the Additional Terms. To the extent that there is any conflict between the Terms of Service and any Additional Terms, the Additional Terms shall prevail.

Eligibility

You must be at least eighteen (18) years old to use the Service. By using the Service, you represent that you meet this minimum age requirement.

Some parts of the Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibility requirements at any time.

By requesting use, registering to use, and/or using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein. You also represent and warrant that you meet the following eligibility criteria:

1. You are licensed and/or qualified to post, upload, communicate with others about, and make decisions based upon, the materials or information that you make available, or that is otherwise available on the Service, as required by applicable law, regulation and best industry standards;

2. You have provided us with all requested information and every statement made by you to us is true and complete, as further set forth in the rules of conduct listed below.

3. You are not a competitor of CrowFly.

IMPORTANT NOTICES

While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.

The materials appearing on or through the Service including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, financial, investment, or business advice. Those accessing the materials appearing on the Service should not act upon them without first seeking financial, legal or other counsel, as these materials are general in nature, and may not apply to particular factual or legal circumstances. The materials should not be used as a substitute for consultation with a professional adviser.

Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement and any Additional Terms, including but not limited to these rules of conduct.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service, including but not limited to those governing broker-dealers, investment, tax and other financial advice, and securities solicitations and offerings.

You represent and warrant that the information that you have provided on the Service is complete, accurate, and true. You agree that you will not provide inaccurate, misleading or false information to the Company, Sellers or to any other user of the Site. You further represent AND WARRANT that if any information you provide to use becomes inaccurate, misleading or false, you will promptly update such Registered User Information.

You are responsible for all of the conduct engaged in through your account.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:

1. is unlawful or encourages another to engage in anything unlawful;

2. contains a virus or any other similar programs or software which may damage the operation of our or another’s computer(s);

3. violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or,

4. is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You are responsible for keeping your user name, password and other credentials for accessing the Service confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.

You further agree that you will not do any of the following:

1. modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;

2. interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;

3. transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;

4. attempt to probe, scan or test the vulnerability of a system, a network, or the Service or to breach security or authentication measures without proper authorization;

5. take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

6. harvest or collect the email address, contact information, or any other personal information of other users of the Service;

7. use any means to crawl, scrape or collect content from the Service via automated or large group means;

8. submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;

9. register for more than one user account on behalf of yourself or the business you represent;

10. use credit information of others learned through the Service for any purpose other than to assess the creditworthiness of such entity for the purpose of evaluating a potential transaction on or through the Service;

11. contact users, investors or borrowers outside of the Service in order to engage in a transaction proposed through the Service;

12. breach, through the Service, any agreements that you enter, or have entered, into with any third parties;

13. stalk, harass, injure, or harm another individual through the Service; or,

14. impersonate any other person or business.

You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.

We reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Service, restricting your ability to upload Submissions or Content, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

Content Submitted or Made Available to Us

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce, create derivative works, and otherwise use the Content that you make available to us. Therefore, if you choose to submit any Content through or on the Service, or otherwise make available any Content through the Service, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable through multiple tiers, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels.

By submitting any Content or Submissions to us you hereby agree, warrant and represent that: (a) the Content and Submissions do not contain proprietary or confidential information, and the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Content or Submissions; (d) we shall be entitled to use or disclose the Content or Submissions in any way; and (e) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, causes, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Content Shared Through the Service

You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through the Service, you may be revealing information about yourself or your business that may include financial, credit, or similar information. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

Our Intellectual Property

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use

You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service.

Enforcement and Termination

We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.

Links and Third-Party Content

The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. We do not endorse any third party or third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

DISCLAIMERS AND LIMITATION ON LIABILITY

YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISIONS WHILE USING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HAVE CONTROL OVER OR ASSUME ANY RESPONSIBILITY FOR THE QUALITY, ACCURACY, OR RELIABILITY OF THE INFORMATION POSTED BY THE USERS OF OUR SERVICE.

EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. WE, OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE SERVICES AND WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES.

FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers, or directors shall be liable for damages in excess of the greater of (1) (a) $500.00 or (b) the amounts you actually paid to us within the last three months, or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.

This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.

SOME STATES, INCLUDING NEW JERSEY, MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

Fees, Cancellations and Payments

In accordance with applicable law, we reserve the right to charge fees for the use of the Service. You agree that, in addition to all other amounts payable under this Agreement, you, as a Buyer, are responsible for paying all sales, use, or other taxes – federal, state, or otherwise – that are imposed or levied because of Transactions that you enter into because of your use of the Service.

You agree to provide us, and keep updated, accurate and complete information about you and your chosen payment provider or account (your “Payment Method”), including without limitation your bank account number and/or wiring instructions, and your address. You authorize us to share such information as well as transaction information with any third party service at our discretion to facilitate any payments to be made by or to you. Verification of information may be required prior to the acknowledgment or completion of any transaction.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service (b) your use of the Service, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service.

Dispute Resolution

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of Delaware shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: CrowFly, LLC, 737 Main Street, Suite 100, Buffalo, NY 14203. Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in the State of Delaware. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and we agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

Governing Law

To the extent that the section entitled “Dispute Resolution” does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in the State of Delaware. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE STATE OF DELAWARE.

Policies for Children

The Service is not directed to individuals under the age of 18. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. In the event that we update this Agreement, you may be required to re-affirm the Agreement, through use of the Service, or otherwise.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to:

CrowFly, LLC,

737 Main Street, Suite 100,

Buffalo, NY 14203

Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Copyright Policy

If you believe in good faith that any material posted on or through our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

· A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;

· Identification of the copyrighted work claimed to have been infringed;

· Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;

· Information reasonably sufficient to permit us to contact you;

· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,

· A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

Nita Bhatia

CrowFly, LLC,

737 Main Street, Suite 100,

Buffalo, NY 14203

e-mail: info@crowfly.com

Complaint Policy (Including Trademarks and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to info@crowfly.com, containing the following information:

· Your name, physical address, e-mail address and phone number;

· A description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;

· Identification of the location of the material on the Site;

· If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;

· If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;

· A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,

· Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

Privacy Notice

PRIVACY POLICY

Your Privacy Rights

Effective Date: August 19, 2019

This Privacy Policy describes the types of information gathered by CrowFly, LLC (“CrowFly”, “us” or “we”) in the process of providing this website, computing application, and the data, services, information, tools, functionality, updates and similar materials (collectively, the “Service”), how we use it, with whom the information may be shared, what choices are available to you regarding collection, use and distribution of information and our efforts to protect the information you provide to us through the Service.

By using the Service, you hereby consent to allow us to process information in accordance with this Privacy Policy. Please also refer to our Terms of Service, which are incorporated as if fully recited herein. Terms defined in the Terms of Service that are not defined herein shall have the same definition as in the Terms of Service.

This policy is subject to change. If our information retention or usage practices change, we will let you know by posting the Privacy Policy changes on the Service and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Privacy Policy means you accept such changes. Please refer to the “Effective Date” above to see when this Policy was last updated.

Territoriality

Regardless of where our servers are located, your personal data may be processed by us in the United States, where data protection and privacy regulations may or may not be to the same level of protection as in other parts of the world. BY VISITING THE WEBSITE AND USING THE SERVICE, YOU UNEQUIVOCALLY AND UNAMBIGUOUSLY CONSENT TO THE COLLECTION AND PROCESSING IN THE UNITED STATES OF ANY INFORMATION COLLECTED OR OBTAINED BY US THROUGH VOLUNTARY SUBMISSIONS, AND, TO THE EXTENT POSSIBLE, THAT U.S. LAW GOVERNS ANY SUCH COLLECTION AND PROCESSING.

Information Collected

We collect two types of information about persons who use the Service: voluntarily provided personal information, automatically collected information, and from third parties in order to provide the Service.

Personal Information Collected

We collect certain “Personal Information” about you, which may be supplied when you sign-up for the Service, when you complete a survey, when you create or update an account, when you use the Service, when you request services, otherwise when you submit such information, and from third parties in order to provide the Service. The information that may be collected includes:

  • Name
  • Address;
  • Phone Number;
  • Email Address and Read Receipts;
  • Bank Account/Financial Account Information;
  • Social Security Number;
  • Driver’s License Number;
  • Employment Information;
  • First party cookies; and
  • Third party cookies.

You may provide us information when you interact with us through email, online chat, messaging functions within the Service, or otherwise. We may retain such information in order to provide you with services, and you agree that we may share this information as needed with other users in order to resolve any issues that may arise between you and another user of the Service.

In addition, we may collect certain Personal Information about you from third parties for purposes of verifying your status as an “accredited investor.” The information that may be collected includes:

· Name;

· Social security number and/or taxpayer identification number;

· Information on your assets, liabilities and income;

· Internal Revenue Service form(s) reporting your income; and

· Documents evidencing your assets and liabilities.

In the event that you request that someone from CrowFly contact you regarding our Services using our online lead generation form, while it may appear that we are collecting your information for this purpose, any information that you submit through this form is actually being collected by our partner, Hubspot, who helps us to make sure your requests are routed and responded to in a timely fashion.

Although it may appear that the Service collects credit card information, it is collected and processed through a third-party provider. We do not hold your credit card information.

Non-Personal Information

“Non-Personal Information” is non-personally identifiable or anonymous information about you, including but not limited to links and materials posted, enrollment history, purchase history, the type of device you used and its operating system, the pages accessed most frequently, how pages are used, applications downloaded, search terms entered, and similar non-personal data.

Automatically tracking Internet Protocol (IP) addresses is one method of automatically collecting information about your activities online and information volunteered by you. An IP address is a number that is automatically assigned to your device whenever you surf the internet. Further, the Service may utilize web beacons, pixel tags, cookies, embedded links, and other commonly used information-gathering tools. Some of these tools may be third-party storage technologies provided by associates such as Google, including Google Analytics and Google Ads. Google may use the information that it collects from your use of our Services for its own purposes, which are described in more detail here, https://policies.google.com/technologies/partner-sites. Although it may be possible to turn off some of these tools through your device, doing so may interfere with your use of the Services. You may opt-out of the Google Analytics by proceeding to https://tools.google.com/dlpage/gaoptout/, and Google Ads here, https://policies.google.com/technologies/partner-sites.

Furthermore, we may collect certain Non-Personal Information about you by searching public records from third parties for purposes of ascertaining the status of any liens, security interest or other encumbrances on, or with respect to, any structured settlements that you offer for sale on the Service (“Lien Search Information”).

Part of the purpose of the Service is to share materials you make available. Anything you publicly post will not be considered Personal Information.

Use of Information

Internal Use of Information

We accept and gather information in an effort to provide the Service to you. We may also use this information to help us develop and improve our Service and other offerings, fulfill your requests, track usage trends, conduct experiments and perform research and analytics, communicate with you regarding administrative matters, send materials to you, and for other purposes permitted by law.

We may use anonymous, aggregate information, of which your information may be a part, without restriction.

Sharing Collected Information with Third Parties, Consultants, and Affiliates

We may share information with our business associates, consultants, service providers, our customer relationship management provider (currently, “Hubspot”), advisors, transfer attorneys, other users, and affiliates in order for them to provide services to us, to you, and to enable us to provide the Service. For example, (i) our host and internet service provider may have access to this information, (ii) we share information with a transfer attorney to the extent required in order for such transfer attorney to interact with the appropriate court to transfer your structured settlement, and (iii) we share certain Personal Information with lien and judgment search service providers so that they may collect the Lien Search Information.

If you use the Service to interact with other users, your information may be shared with those other users and will also be accessible by us.

We publicly identify Providers and their profile pages, and any information you, as a Provider, post to those pages will be made public.

Lien Search Information shall be used solely for purposes of determining the status of any liens, security interests, or other encumbrances on, or with respect to, any structured settlements that you offer for sale on the Service.

Further, we may disclose collected information to the extent we believe it necessary to comply with the law, such as in response to a subpoena or court order, to defend a legal claim or otherwise as permitted by applicable law. This may include disclosures to third parties for purposes of verifying your “accredited investor” status. We may disclose any information in our possession in the event that we believe it necessary or appropriate to prevent criminal or illegal activity, personal injury, property damage or bodily harm.

Additionally, we may transfer your information to successor in interest, which may include but may not be limited to a third-party in the event of an acquisition, sale, asset sale, merger or bankruptcy.

Links

Our Service may contain links to other websites. We are not responsible for the privacy practices of such other sites. When you leave our Service to visit another website or application, please read the privacy statements of websites that may collect personally identifiable information. This Privacy Policy applies solely to information collected by us through the Service.

Security

We employ procedural and technical safeguards to secure your personal information against loss, theft, alteration, and unauthorized access, use and disclosure. We also employ security procedures to protect your information from unauthorized access by users inside and outside the company. Regardless of the precautions we take, no transmission of data over the internet is guaranteed to be completely secure. It may be possible for third parties not under our control to intercept or access transmissions or private communications unlawfully. While we strive to protect personal information, we cannot ensure or warrant the security of any information you transmit to us.

Access and Control

User profile, contact, and billing information will be editable through the Service. Some other information collected about you may be retrievable and changeable through your username login. You may opt out of our use of your information for purposes other than the primary purpose of the Service. To do so, follow instructions on the Service.

Communication Tools

The Service may contain tools that enable you to share personal information, including sensitive information, with others, on the Service. Should you choose to use such tools, please exercise caution when sharing sensitive information.

Do Not Track

At this time, the Service does not specifically respond to do-not-track signals.

Children and Privacy

We do not knowingly permit users to register for our Service if they are under 18 years old, and therefore do not request personally identifiable information from anyone under the age of 13. If we become aware that a customer is under the age of 13 and has registered without prior verifiable parental consent, we will remove his or her personally identifiable registration information from our files. If you are the parent or guardian of a person under the age of 13 who has provided personally identifiable information to us without your approval, please inform us by contacting us at the e-mail address below and we will remove such information from our database.

California Privacy Rights

California law allows California residents to request information regarding our disclosures in the prior calendar year, if any, of their personally identifiable information to third parties. To make such a request, please contact us at info@crowfly.com with "Request for Privacy Information" in the subject line. Please include enough detail for us to locate your file; at a minimum, your name, email, and username, if any. We will attempt to provide you with the requested information within thirty (30) days of receipt. We reserve our right not to respond to requests sent more than once in a calendar year, or requests submitted to an address other than the one posted in this notice. Please note that this law does not cover all information sharing. Our disclosure only includes information covered by the law.

Contact Information

If you have any questions or suggestions regarding our Privacy Policy, please contact us via e-mail at info@crowfly.com.

Crowfly Buyers' Agreement

CrowFly Buyers’ Agreement

This is a legal agreement (the “Agreement”) between you and CrowFly LLC, a New York limited liability company, together with any of its affiliates, directors, officers, employees, agents, consultants, parent and subsidiary companies, past and present owners, successors and designated assigns (“CrowFly”, “we”, “us” or the “Company”). By registering as a “Buyer” on the Company’s web site, currently located at https://crowfly.com (the “Site”), and using any of the Services (defined below) accessible through the Site, you become a “Registered User” and agree to, and are bound by, the terms and conditions of this Agreement and the Site’s Terms and Conditions of Service (the “Terms of Service”) and Privacy Policy (the “Privacy Policy”) for as long as you continue to use the Site or Services. In addition, your use of, or participation in, certain Services may be subject to additional terms that will be presented to you for your acceptance in connection with your use of the Services (together with this Agreement, the Privacy Policy and the Terms of Service, the “Terms of Use”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, DO NOT USE THE SITE OR THESE SERVICES.

CrowFly Services.

CrowFly facilitates the buying payments representing a portion or the entirety of future payments to be received by a registered seller (a “Seller”) pursuant to a valid court ordered structured settlement (a “Structured Settlement Payments”) by providing a selection of services, tools and resources, including providing general information regarding selling of and investing in Structured Settlement Payments (the “Services”).

The Site facilitates the matching Buyers and Sellers by providing the Services and permitting Sellers to list certain terms of such Seller’s Structured Settlement Payments to the Site for transfer to prospective Buyers (in accordance with the terms set forth herein and on the Site) in exchange for a lump-sum, upfront payment.

The Site does not actively solicit, advertise or induce or cause any other person to solicit on its behalf, the transfer of any Structured Settlement Payments by any Seller. The Site does not represent the Buyer in any way. You assume all risk when using the Site and the Services, including but not limited to all of the risks set forth below under the header “Risk Factors and those associated with any online or offline interactions with others, including any Sellers, and you acknowledge and agree that the Company is not responsible for the conduct or content of final agreements to purchase Structured Settlement Payments from a Seller or other interactions between you and others, whether through the Site or otherwise.

Buyer Use of Services.

In connection with your purchase of Structured Settlement Payments, you understand and agree that CrowFly will obtain a legally binding ruling issued by a judge or properly empowered administrative officer approving the transfer of the Structured Settlement Payments (a “Binding Approval”) to CrowFly. The servicing entity to which the right to receive the Structured Settlement Payments are transferred pursuant to the Binding Approval will hold these streams of payments in trust for your ultimate purchase of such Structured Settlement Payments.

Subject to the foregoing, and subject to the express condition that you will at all times comply with applicable law and any and all third party obligations to which you are personally subject, you will determine, in your sole discretion, whether and which Structured Settlement Payments you purchase using the Services. You agree that you are using the Services to pursue the purchase of Structured Settlement Payments listed by Sellers through the Services for your own account.

You have been given the opportunity, and CrowFly has informed you of your right, to obtain your own legal counsel, accounting review and investment advice in connection with your purchase of Structured Settlement Payments. You understand that by providing you with the Services, CrowFly is not acting as an adviser to you in any manner or as to any topic with respect to the Structured Settlement Payments.

immediately prior to your AGREEMENT TO purchase ANY Structured Settlement PaymentS (THE “PURCHASE DATE”), you AGREE to submit a non-refundable deposit (a “Deposit”) equal to 3.5% of the SUM OF THE TOTAL purchase amount TO BE PAID TO THE SELLER OF such Structured Settlement Payments PLUS ANY ADDITIONAL FEES AND EXPENSES ASSOCIATED WITH THE TRANSFER OF SUCH STRUCTURED SETTLEMENT PAYMENTS, INCLUDING ANY COURT FEES OR OTHER EXPENSES INCURRED BY CROWFLY IN CONNECTION WITH THE TRANSFER OF SUCH STRUCTURED SETTLEMENT PAYMENTS TO YOU (TOGETHER, the “Purchase PRICE”). Your Deposit shall be credited towards the PURCHASE PRICE at the time of purchase of the indicated STRUCTURED SETTLEMENT PAYMENTS, WHICH SHALL OCCUR PROMPTLY FOLLOWING THE DATE OF ANY BINDING APPROVAL, BUT IN ANY CASE NO LATER THAN 14 DAYS FOLLOWING SUCH DATE.

The Deposit shall be non-refundable except in the case that the TRANSFER of the applicable STRUCTURED SETTLEMENT PAYMENTS is denied by a judge, or properly empowered administrative officer, approving such TRANSFER

You acknowledge that the Company cannot guarantee and does not promise any specific results from use of the Site and/or the Services, including the results regarding the purchase of your Structured Settlement Payments. You understand that there is no assurance that we receive a Binding Approval.

We may cancel this Agreement at any time prior to the date of a Binding Approval if:

  1. you breach any representation, warranty or promise in the Terms of Use;
  2. the petition to the court for the sale of your Structured Settlement Payments is contested; opposed or denied for any reason;
  3. you file for bankruptcy;
  4. you die; or
  5. for any event that materially hinders our or your ability to complete the sale of your Structured Settlement Payment as determined by us in our sole discretion.

You represent and warrant that you have the legal right to use any payment means used to initiate any transaction. All transactions are final, and no refunds are available from us.

We reserve the right, in our sole discretion, to limit or restrict your use of the Services, restrict your ability to upload content to the Site, immediately terminating your use of the Services, or terminating your use of the Services by blocking certain IP addresses from accessing the Services in the case that your use of the Services violates any of the terms set forth the Terms of Use. Notwithstanding the foregoing, our unlimited right to terminate your access to the Services shall not be limited to violations of these rules of conduct.

Eligibility.

You must be at least eighteen (18) years of age to register as a Buyer or use the Services.

You hereby represent and warrant that you are an eligible purchaser of Structured Settlement Payments through the Services (an “Eligible Purchaser”), because one or more of the following categories is applicable to you:

  1. your individual annual income during each of the last two years exceeded $200,000, and you expect your annual income during the current year will exceed $200,000 or your joint annual income together with your spouse during each of the last two years exceeded $300,000 and you expect that your joint annual income together with your spouse during the current year will exceed $300,000;
  2. you have an individual net worth (as determined by subtracting your total liabilities from your total assets), or joint net worth with your spouse, exceeds $1,000,000, excluding the value of your primary residence; or
  3. you are a trust, corporation or partnership with total assets in excess of $5,000,000.

You further represent and acknowledge that the purchase of Structured Settlement Payments is an investment for your own account, and not as a nominee or agent for any third party. You acknowledge that CrowFly does not offer investment advice and that you have the sophistication and investment experience to evaluate investments on your own. Due to the nature of Structured Settlement Payments, including the requirement that Structured Settlement Payments and the transfer of Structured Settlement Payments require the approval of a court of competent jurisdiction, you understand that the Structured Settlement Payments have few legal protections other than the transfer process associated with obtaining a Binding Approval. The Structured Settlement Payments have not been, and will not be, registered and will not receive the benefits of from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Registration is void where prohibited. By registering as a Buyer, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of the Terms of Use. You also represent and warrant to the Company that you will use the Site in a manner consistent with any and all applicable laws, regulations and third party obligations to which you are personally subject.

Restrictions on Registered User Information.

When you register with the Site, you will be asked to create an account and provide us with certain information including, without limitation, verification that you are an Eligible Purchaser, a valid email address, name, mailing address, employment status, phone number and any other information requested by the Company (the “Registered User Information”). You agree that you will not provide inaccurate, misleading or false information to the Company, Sellers or to any other user of the Site. If any Registered User Information becomes inaccurate, misleading or false, you will promptly update such Registered User Information. By submitting Registered User Information or content to any area of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company and its users, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute such information and content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing.

The Company acts as a passive conduit for the exchange of Registered User Information and has no obligation to screen Registered User Information. However, the Company may review and remove any Registered User Information that, in its sole judgment, violates the Terms of Use, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, users of the Site. The Company reserves the right to expel you and prevent your further access to the Site and/or use of the Services for violating the Terms of Use or applicable laws, rules or regulations. The Company may take any action with respect to Registered User Information that it deems necessary or appropriate in its sole discretion if it believes that such Registered User Information could create liability for the Company, damage its brand or public image, or cause it to lose (in whole or in part) the services of its ISPs or other suppliers.

The Company does not represent or guarantee the truthfulness, accuracy, or reliability of Registered User Information or any other communications posted by Registered Users or endorse any opinions expressed by Registered Users. You acknowledge that any reliance on material posted by other Registered Users will be at your own risk.

Risk Factors.

Careful consideration should be given to the following risk factors. Purchasing the Structured Settlement Payments involves a high degree of risk. If any of the following risks or uncertainties actually occurs, the value of the Structured Settlement Payments you purchase may cause you may to lose all or party of the value. The risks described below are not intended to be exhaustive and are not the only risks facing CrowFly. New risk factors can emerge from time to time, and it is not possible to predict the impact that any factor or combination of factors may have on the value of the Structured Settlement Payments. Certain statements below are forward-looking statements.

Changes in existing state laws governing the transfer of structured settlements or in the interpretation thereof may adversely impact the Structured Settlement Payments.

The structured settlement secondary markets are highly regulated and require court approval for each transfer under applicable state transfer statutes. These transfer statutes, as well as states’ uniform commercial codes, insurance laws and rules of civil procedure, help ensure the validity, enforceability and tax characteristics of the structured settlement payments transactions in which we engage. States may amend their transfer statutes, uniform commercial codes and rules of civil procedure in a manner that inhibits our ability to conduct business, including by means of retroactive laws, which would adversely impact our business. In addition, courts may interpret transfer statutes in a manner that inhibits our ability to conduct business. Failing to comply with the terms of a transfer statute when purchasing payments could potentially result in forfeiture of both the right to receive the payments and any unrecovered portion of the purchase price we paid for the Structured Settlement Payments, which could adversely affect our business, financial condition, results of operations and cash flows.

Certain changes in current tax law could have a material adverse effect on the Structured Settlements Payments.

The use of structured settlements is largely the result of their favorable federal income tax treatment. Under current tax law, claimants receiving installment payments as compensation for a personal injury are exempt from all federal income taxation on such payments, provided certain conditions are met. Congress has previously considered and may revisit legislation that would reduce or eliminate the benefits derived from the tax deferred nature of structured settlements. If the tax treatment for structured settlements was changed adversely by a statutory change or a change in interpretation, the dollar volume of structured settlements issued could be reduced significantly, which would, in turn, reduce the addressable market of our structured settlement payments purchasing business.

We could be assessed excise taxes that result from Internal Revenue Service audits of our compliance with Section 5891 of the Code which could have a material adverse impact on our business, financial condition and results of operations in future periods.

Section 5891 of the Code, as set forth in the American Taxpayer Relief Act of 2012 (the “Tax Relief Act”), levies an excise tax upon those people or entities that acquire structured settlement payments from a seller on or after February 22, 2002, unless certain conditions are satisfied. Such tax equals 40% of the discount obtained by the purchaser of the structured settlement payments. However, no such tax is levied if the transfer of such structured settlement payments is approved in a qualified court order. A qualified court order under the Tax Relief Act means a final order, judgment or decree that finds that the transfer does not contravene any federal or state law or the order of any court or administrative authority and is in the best interest of the payee, taking into account the welfare and support of the payee's dependents. The order must be issued under the authority of an applicable state statute of the state in which the seller is domiciled, or, if there is no such statute, under the authority of an applicable state statute of the state in which the payment obligor or annuity provider has its principal place of business, and issued by a court of such state, or by the responsible administrative authority (if any) that has exclusive jurisdiction over the underlying action or proceeding. If we fail to satisfy these conditions, we could be assessed excise taxes which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Structured Settlement Payments could be adversely affected if the United States Bankruptcy Code (the “Bankruptcy Code”) is changed or interpreted in a manner that affects our rights to scheduled payments with respect to a payment stream we have purchased.

If a holder of a structured settlement payment stream were to become a debtor in a case under the Bankruptcy Code, a court could hold that the scheduled payments transferred by the holder under the applicable purchase agreement do not constitute property of the estate of the claimant under the Bankruptcy Code. If, however, a trustee in bankruptcy or other receiver were to assert a contrary position, such as by requiring us, or any securitization vehicle, to establish our right to those payments under federal bankruptcy law or by persuading courts to recharacterize the transaction as secured loans, such result could have a material adverse effect on our business. If the rights to receive the scheduled payments are deemed to be property of the bankruptcy estate of the claimant, the trustee may be able to avoid assignment of the receivable to us.

Our purchases of certain financial assets may be viewed as consumer lending, which could subject us to adverse regulatory limitations and litigation.

From time to time, we have been named as defendant in suits involving attempts to recharacterize the purchase of court-ordered or non-court-ordered structured settlement payments or other assets as loan transactions. If a transaction is characterized as a loan rather than a sale, then various consumer lending laws apply, such as usury statutes, consumer credit statutes or truth-in-lending statutes. If a court finds any of our structured settlement purchase transactions are subject to consumer lending laws, we may not have complied in all respects with the requirements of the applicable statutes with respect to those transactions. The failure to comply could result in remedies including the rescission of the agreement under which we purchased the right to the stream of periodic payments and the repayment of amounts we received under that agreement.

Term & Termination.

This Agreement will remain in full force and effect while you are a Registered User of the Site at any level. The Company reserves the right, in its sole discretion, to pursue all of its legal remedies, including but not limited to removal of your Registered User Information from the Site and immediate termination of your registration with or ability to access the Site and/or the Services, upon any breach by you of the Terms of Use or if the Company is unable to verify or authenticate any information you submit to the Site.

Upon the termination of this Agreement for any reason, Buyer shall continue to be liable for any obligations that arose prior to the termination of this Agreement and in accordance with the terms hereof.

Limitations of Liability.

Incidental Damages and Aggregate Liability

IN NO EVENT WILL CROWFLY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF CROWFLY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL CROWFLY’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE LESSER OF THE PURCHASE PRICE OR THE DEPOSIT IN THE CASE THAT ONLY THE DEPOSIT HAS BEEN PAID, OR, IF YOU HAVE NOT PAID CROWFLY FOR THE USE OF ANY SERVICES, THE AMOUNT OF USD $25.00 OR ITS EQUIVALENT.

You acknowledge that none of the officers, directors, shareholders, employees, agents, trustees, or other representatives of Crowfly or any of its subsidiaries (“Representatives”) shall be liable, accountable, or subject to any suit, action, proceeding or claim for any of the costs, expenses, or liabilities arising directly or indirectly, out of Buyer’s purchase of any Structured Settlement Payments or obligations under this Agreement. Neither Crowfly nor the Representatives shall be liable, accountable or subject to any suit, action, proceeding or claim for any of the costs, expenses or liabilities arising directly or indirectly out of Seller’s failure or refusal or inability to satisfy its obligations.

No Liability for non-CrowFly Actions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CROWFLY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

Indemnification.

You agree to indemnify, defend and hold harmless CrowFly, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:

  1. your use of or inability to use the Site or the Services;
  2. any Registered User Information provided by you;
  3. your violation of any terms of the Terms of Use, or your violation of any rights of a third party; or
  4. your violation of any applicable laws, rules or regulations. CrowFly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CrowFly in asserting any available defenses.

Neither Crowfly nor the Representatives shall be liable, accountable or subject to any suit, action, proceeding or claim for any of the costs, expenses or liabilities arising directly or indirectly out of Buyer’s failure or refusal to satisfy its obligations.

Certain Tax Representations.

We did not provide you any tax, financial or legal advice regarding this Agreement or the purchase of a Structured Settlement Payments. You acknowledge that it is your sole responsibility to review the federal, state, local and foreign tax consequences of any purchase of any Structured Settlement Payments you make using the Services with your own tax advisors and the transactions contemplated thereby. You are relying solely on such advisors and not on any statements or representations of the Company or any Seller, or any of their respective counsel, advisors or agents. You expressly acknowledge and agree that neither the Company nor any of its counsel, advisors and agents, make any representation with respect to the tax treatment of any investment you make using the Services with your own tax advisors and the transactions contemplated thereby.

Dispute Resolution.

Any dispute arising out of or in connection with this Agreement or your use of the Services or the Site will be governed by the “Dispute Resolution” provisions set forth in the Terms of Service.

Miscellaneous.

In the event that any portion of this Agreement is held to be invalid or unenforceable, such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. We reserve the right to change, suspend, or discontinue all or any part of the Site or the Services at any time without prior notice or liability. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You may not assign this Agreement. The Company may assign this Agreement at any time in its sole discretion. No waiver shall be effective unless agreed to in writing by both parties. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except with regard to its conflicts or choice of law rules. The Terms of Use contain the entire agreement of the parties concerning your use of this Site and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.

Crowfly Sellers' Agreement

CrowFly Sellers’ Agreement

This is a legal agreement (the “Agreement”) between you and CrowFly LLC, a New York limited liability company, together with any of its affiliates, directors, officers, employees, agents, consultants, parent and subsidiary companies, past and present owners, successors and designated assign (“CrowFly”, “we”, “us” or the “Company”). By registering as a “Seller” on the Company’s web site, currently located at https://crowfly.com (the “Site”), and using any of the Services (as defined below) accessible through the Site, you become a “Registered User” and agree to, and are bound by, the terms and conditions of this Agreement as well as the Site’s Terms and Conditions of Service (the “Terms of Service”) and Privacy Policy (the “Privacy Policy”) for as long as you continue to use the Site or Services. In addition, your use of, or participation in, certain Services may be subject to additional terms that will be presented to you for your acceptance in connection with your use of the Services (together with this Agreement, the Privacy Policy and the Terms of Service, the “Terms of Use”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, DO NOT USE THE SITE OR THESE SERVICES.

CrowFly Services.

CrowFly facilitates the sale of a portion or the entirety of future payments to be received by a Seller pursuant to a valid court ordered structured settlement (a “Structured Settlement Payments”) to certain eligible purchasers (“Buyers”) by providing a selection of services, tools and resources, including the provision of s providing general information regarding selling of and investing in structured settlement payment streams (the “Services”).

The Site facilitates the matching Buyers and Sellers by providing the Services and permitting Sellers to list certain terms of such Seller’s Structured Settlement Payments to the Site for transfer to prospective Buyers (in accordance with the terms set forth herein and on the Site) in exchange for a lump-sum, upfront payment.

The Site does not actively solicit, advertise or induce or cause any other person to solicit on its behalf, the sale of any Structured Settlement Payments to any Buyer. The Site does not represent the Seller in any way. You assume all risk when using the Site and the Services, including but not limited to all of the risks associated with any online or offline interactions with others, including any Buyers, and you acknowledge and agree that the Company is not responsible for the conduct or content of final agreements to sell a Structured Settlement Payments to a Buyer or other interactions between you and others, whether through the Site or otherwise.

Seller Use of Listing Services.

CrowFly allows you to list certain information regarding your Structured Settlement Payments in order to facilitate the transfer of your Structured Settlement Payments in exchange for a one-time, upfront payment. In connection with the transfer of your Structured Settlement Payments, you understand and agree that CrowFly will obtain a legally binding ruling issued by a judge or properly empowered administrative officer approving the transfer of the Structured Settlement Payments (a “Binding Approval”) to CrowFly.

By agreeing to the transfer of your Structured Settlement Payments for the price provided to you pursuant to the Services and listed in a Purchase and Sale Agreement (the “Purchase Agreement”) that you will sign with CrowFly prior to the transfer of your Structured Settlement Payments (the “Purchase Price”), you agree to sell, transfer and assign to CrowFly or the Buyer, as determined by CrowFly in its sole discretion, the right, title and interest in and to the Structured Settlement Payments specifically identified by you in the Purchase Agreement, subject to and effective upon the receipt of a Binding Approval.

If you agree to sell the Structured Settlement Payments, you acknowledge that the Purchase Price is fair and sufficient consideration for the Structured Settlement Payments. If you are selling only a portion of your Structured Settlement Payments, you understand that the sale of a portion of your future stream of payments pursuant to your structured settlement will have no effect upon your rights to the unsold portion.

You have been given the opportunity, and CrowFly has informed you of your right, to obtain your own legal counsel, accounting review and investment advice in connection with your purchase of Structured Settlement Payments. You understand that by providing you with the Services, CrowFly is not acting as an adviser to you in any manner or as to any topic with respect to the Structured Settlement Payments.

You acknowledge that the Company cannot guarantee and does not promise any specific results from use of the Site and/or the Services, including the results regarding the sale of your Structured Settlement Payments. You understand that there is no assurance that we receive a Binding Approval.

We may cancel this Agreement at any time prior to the date of a Binding Approval if:

  1. you breach any representation, warranty or promise in the Terms of Use;
  2. the petition to the court for the sale of your Structured Settlement Payments is contested; opposed or denied for any reason;
  3. you file for bankruptcy;
  4. you die; or
  5. for any event that materially hinders our or your ability to complete the sale of your Structured Settlement Payment as determined by us in our sole discretion.

By agreeing to list your Structured Settlement Payments with CrowFly through the Services, you authorize CrowFly to contract third parties to verify the information you provide, including, but not limited to, credit agencies to confirm your identity and credit history and the Structured Settlement Payments issuer to verify the existence of the Structured Settlement Payments. You also agree to allow CrowFly to make available details of your Structured Settlement Payments to certain qualified Buyers (as determined by us in our discretion in accordance with the Terms of Use of such Buyers) and you agree to timely pursue a transaction to sell your Structured Settlement Payments to a qualified Buyer identified by us as interested in purchasing your Structured Settlement Payments. You agree that you are not listing the Structured Settlement Payments for sale on any other website or with any other third party.

Eligibility.

You must be at least eighteen (18) years of age to register as a Seller or use the Services.

You hereby represent and warrant that you have valid right and title to sell (subject to a Binding Approval) any Structured Settlement Payments you list for sale on the Site. Such sale and/or transfer is the first sale of the Structured Settlement Payments and is not a secondary sale. You warrant that the Structured Settlement Payments are in full force, you are the sole and undisputed recipient of the right to receive the Structured Settlement Payments, and the Structured Settlement Payments are not encumbered in any way, including (i) the requirement to keep any Structured Settlement Payments for the benefit of a current or former spouse, dependent children or other persons, or (ii) any other manner that prevents you from contracting with us, selling the Structured Settlement Payments or changing the Structured Settlement Payments’ beneficiary. You have never filed for bankruptcy, will not do so before the date of a Binding Approval and there are no lawsuits or efforts by any of your creditors to put you into bankruptcy.

If you are married, your spouse understands all of the terms and conditions of this Agreement, including, but not limited to, the fact that after the date of a Binding Approval, you (and your spouse) will not continue to receive the future payments pursuant to the Structured Settlement Payments sold in connection with your use of the Services.

We may sell, transfer or assign our rights to the Structured Settlement Payments to any third party. Any future owner of the Structured Settlement Payments will have the same rights that we have, including the rights to make a claim against you for violating any of the representations, warranties or other promises made by you pursuant to this Agreement or the Terms or Services.

Registration is void where prohibited. By registering as a Seller, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of the Terms of Use. You also represent and warrant to the Company that you will use the Site in a manner consistent with any and all applicable laws, regulations and third party obligations to which you are personally subject.

Restrictions on Registered User Information.

When you register with the Site, you will be asked to create an account and provide us with certain information including, without limitation, the terms of your Structured Settlement Payments, a valid email address, name, mailing address, phone number, information related to your Structured Settlement Payments and any other information requested by the Company (the “Registered User Information”). You agree that the Registered User Information contains all information in its possession, which is in any way material to any proposed sale of its Structured Settlement Payments. You agree that you will not provide inaccurate, misleading or false information to the Company, Buyers or to any other user of the Site. If any Registered User Information becomes inaccurate, misleading or false, you will promptly update such Registered User Information. By submitting Registered User Information or content to any area of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company and its users, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute such information and content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing.

The Company acts as a passive conduit for the exchange of Registered User Information and has no obligation to screen Registered User Information. However, the Company may review and remove any Registered User Information that, in its sole judgment, violates the Terms of Use, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, users of the Site. The Company reserves the right to expel you and prevent your further access to the Site and/or use of the Services for violating the Terms of Use or applicable laws, rules or regulations. The Company may take any action with respect to Registered User Information that it deems necessary or appropriate in its sole discretion if it believes that such Registered User Information could create liability for the Company, damage its brand or public image, or cause it to lose (in whole or in part) the services of its ISPs or other suppliers.

The Company does not represent or guarantee the truthfulness, accuracy, or reliability of Registered User Information or any other communications posted by Registered Users or endorse any opinions expressed by Registered Users. You acknowledge that any reliance on material posted by other Registered Users will be at your own risk.

Limitations of Liability.

Incidental Damages and Aggregate Liability

IN NO EVENT WILL CROWFLY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF CROWFLY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL CROWFLY’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PURCHASE PRICE, OR, IF NO PURCHASE PRICE YET EXISTS, FOR THE USE OF ANY SERVICES, THE AMOUNT OF USD $25.00 OR ITS EQUIVALENT.

You acknowledge that none of the officers, directors, shareholders, employees, agents, trustees, or other representatives of Crowfly or any of its subsidiaries (“Representatives”) shall be liable, accountable, or subject to any suit, action, proceeding or claim for any of the costs, expenses, or liabilities arising directly or indirectly, out of Seller’s sale of any Structured Settlement Payments or obligations under this Agreement. Neither Crowfly nor the Representatives shall be liable, accountable or subject to any suit, action, proceeding or claim for any of the costs, expenses or liabilities arising directly or indirectly out of Buyer’s failure or refusal or inability to satisfy its obligations.

No Liability for non-CrowFly Actions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CROWFLY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

Indemnification.

You agree to indemnify, defend and hold harmless CrowFly, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:

  1. your use of or inability to use the Site or the Services;
  2. any Registered User Information provided by you;
  3. your violation of any terms of the Terms of Use, or your violation of any rights of a third party; or
  4. your violation of any applicable laws, rules or regulations. CrowFly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CrowFly in asserting any available defenses.

Neither Crowfly nor the Representatives shall be liable, accountable or subject to any suit, action, proceeding or claim for any of the costs, expenses or liabilities arising directly or indirectly out of Buyer’s failure or refusal to satisfy its obligations.

Term & Termination.

This Agreement will remain in full force and effect while you are a Registered User of the Site. CrowFly reserves the right, in its sole discretion, to pursue all of its legal remedies, including but not limited to removal of your Registered User Information from the Site and immediate termination of your registration with or ability to access the Site and/or the Services, upon any breach by you of the Terms of Use or if the Company is unable to verify or authenticate any information you submit to the Site.

Upon the termination of this Agreement for any reason, Seller shall continue to be liable for any obligations that arose prior to the termination of this Agreement and in accordance with the terms hereof.

Certain Tax Representations.

We did not provide you any tax, financial or legal advice regarding this Agreement or the sale of your Structured Settlement Payments. You acknowledge that it is your sole responsibility to review the federal, state, local and foreign tax consequences of any purchase of any Structured Settlement Payments you make using the Services with your own tax advisors and the transactions contemplated thereby. You are relying solely on such advisors and not on any statements or representations of the Company or any Seller, or any of their respective counsel, advisors or agents. You expressly acknowledge and agree that neither the Company nor any of its counsel, advisors and agents, make any representation with respect to the tax treatment of any investment you make using the Services with your own tax advisors and the transactions contemplated thereby.

Dispute Resolution.

Any dispute arising out of or in connection with this Agreement or your use of the Services or the Site will be governed by the “Dispute Resolution” provisions set forth in the Terms of Service.

Miscellaneous.

In the event that any portion of this Agreement is held to be invalid or unenforceable, such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. We reserve the right to change, suspend, or discontinue all or any part of the Site or the Services at any time without prior notice or liability. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You may not assign this Agreement. The Company may assign this Agreement at any time in its sole discretion. No waiver shall be effective unless agreed to in writing by both parties. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except with regard to its conflicts or choice of law rules. The Terms of Use contain the entire agreement of the parties concerning your use of this Site and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.