Platform Terms of Service

Last Updated: October 2025

Welcome to CrowPay!

These CrowPay Terms of Service (“Terms”) describe your rights and responsibilities when using our Services. These Terms are between you and CrowPay LLC (“CrowPay”, “we”, “us”). You will be referred to in these Terms as either “you,” “Client,” or “Contractor,” as applicable. If you sign up for a Service using an email address from your employer or another entity, then: (a) you will be deemed to have the authority to represent such party, (b) your acceptance will bind that entity to these Terms, and (c) the word “you,” “Client,” or “Contractor,” in these Terms will refer to your employer or that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and must not use the Services. These Terms are entered into on the earlier of you: (a) clicking "Accept Terms", "Create Account", “Register” or similar acceptance to these Terms to gain access to, or use of, the Services; or (b) you are given access to or use of the Services ("Effective Date").

Only registered users may use the Services. To register, you must supply all information required on the Site. Each time you utilize the Services will constitute your agreement to these Terms, as amended from time to time in CrowPay’s sole discretion, and evidence that you have read, understood, and accepted the then applicable terms of using the CrowPay platform. You are responsible for ensuring that all Authorized Users are at least 18 years old.

Services

Terms

These Terms and the Documentation govern our Services. These Terms include any linked terms or policies and the General Escrow Instructions. These Terms do not govern any CrowPay consulting, training, or services which are subject to additional agreements with CrowPay. You must be in the United States and have a U.S. bank account to use the Services.

Description of Services

The Services are internet-based transaction management services performed by CrowPay as escrow agent on behalf of a Contractor and Client in connection with an underlying transaction for the sale of construction-related goods and services, referred to in these terms as a “Project.” Services are intended to facilitate the completion of the Project in accordance with the Terms and Documentation. All parties represent and agree that the Services are being coordinated and taking place in Utah.

Provision of Services

Subject to these Terms, CrowPay grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services available to you for your internal business use in accordance with these Terms and the Documentation. You agree that the license and use of the Services is not contingent on any future functionality or features, or dependent on any oral or written statements made by CrowPay or any of its Affiliates regarding future functionality or features. CrowPay may issue Updates for the Services and/or Documentation at any time.

Use of Services

Only Authorized Users are permitted to access and use the Services. You acknowledge that CrowPay may contact you and Authorized Users in connection with CrowPay’s and its Affiliates’ services. You will be solely responsible for (a) who you allow to become Authorized Users, as well as any of their actions or omissions, (b) Authorized Users’ compliance with these Terms and the Documentation; (c) maintaining the confidentiality of usernames, passwords, and other account information or access credentials (as applicable); (d) all activities that occur under its Authorized Users’ usernames, passwords, accounts or access credentials as a result of Authorized Users’ access to the Services; and (e) ensuring Authorized Users’ use the Services only in accordance with the Terms and Documentation. You will notify CrowPay immediately of any unauthorized use of, or access to, the Services.

You will not and will not permit others to (a) make any Services available to any third party other than you or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any Services, or include any Services in a service bureau or outsourcing offering; (c) use the Services to store or transmit infringing, tortious, libelous, or otherwise unlawful material, Harmful Code, or material that otherwise violates the rights of any third-party; (d) interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein; (e) use, or permit direct or indirect access to, the Services in a way that seeks to circumvent Service use limitations, (f) use the Services to exploit any CrowPay Intellectual Property Rights except as otherwise expressly permitted under these Terms or the Documentation; (g) frame or mirror any part of the Services, except as permitted by and in accordance with the Terms and Documentation; (h) access the Services in order to develop a competitive product or service or benchmark with a non-CrowPay product or service, or to otherwise exploit for competitive purposes; (i) subject to applicable law, reverse engineer, copy, or modify any software included as part of the Services; (j) use the Services for any improper, fraudulent, or other non-legitimate business purpose; (k) use the Services in a way that could be considered harmful, malicious, threatening, offensive, pornographic, defamatory, bigoted, hateful, indecent, or otherwise objectionable in CrowPay’s reasonable discretion; (l) use the Services to send unsolicited communications, promotions, or advertisements in violation of applicable law, rule, or regulation; (m) use any automated device or process, such as a robot, spider, datamining, web-scraping, or other means to circumvent, access, use, or integrate with the Services or its contents, including but not limited to other user account information; (n) damage, interfere, disable, or impair the Services in any way; or (o) use the Services in violation of applicable law.

Our Responsibilities

CrowPay may rely upon any notice, demand, request, letter, certificate, agreement, or any other document which purports to have been transmitted or signed by you or on your behalf and shall have no duty to make any inquiry or investigation. CrowPay is not expected to verify or guaranty representations by any parties or their respective affiliates or representatives and will not and does not verify authenticity, ownership, right of possession, title, or other legal right to any goods or services. If CrowPay is uncertain as to CrowPay duties or rights under the Terms, receives any instruction, demand, or notice from any party or financial institution which, in CrowPay's opinion, is in conflict with any of the provisions of Terms, or any dispute arises with respect to the Terms or the Escrow Funds, CrowPay may (a) consult with counsel of our choice (including, but not limited to our own attorneys) and any actions taken or not taken based upon advice of counsel shall be deemed consented to by you, or (b) refrain from taking any action other than to retain the funds in escrow for delivery in accordance with the written agreement of the parties, the final decision or award of an arbitrator or a final, non-appealable judgment of a court of competent jurisdiction, (c) discharge our duties under these Terms by depositing all funds by interpleader action with a court of competent jurisdiction, or (d) escheat the funds in accordance with applicable law or take other actions in accordance with applicable law.

Termination of Services

CrowPay may suspend or terminate your use of the Site or Services at any time, without notice, for any reason, in CrowPay’s sole discretion. CrowPay will attempt to provide you with prior notice of the suspension or termination of your account or the Services by sending you an e-mail, but CrowPay is not obligated to do so, and may not do so where there is a risk to the security, privacy, or integrity of the Services. You shall remain liable for all Projects you initiate through the Site or Services prior to such termination, and the performance of your obligations and the payment of all amounts you owe prior to termination or discontinuation of your use of the Services.

Third-Party Applications

Products or services offered by third parties may be available to you (including your Authorized Users), for use with the Services (“Third-Party Applications”). By using Third-Party Applications, you permit CrowPay to grant such Third-Party Application providers access to data as required for the use and support of such Third-Party Applications together with the Services. Third-Party Applications are not Services under these Terms, may be subject to the third-party provider’s additional terms, and may require additional fees to such providers. The Services may contain features designed to interoperate with Third-Party Applications. Such features are not Services under these Terms. CrowPay may cease providing such features for any reason, including if the Third-Party Application provider ceases to make the Third-Party Application available for interoperation with the Services, without entitling you to any refund, credit, or compensation. CrowPay is not responsible for the use, access, or protection of data in any Third-Party Applications. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data. CROWPAY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY, OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.

Since the use of a bank account or the making of an electronic funds transfer may be limited by your agreement with your financial institution and/or by applicable law, CrowPay is not liable if we fail to provide any Service or any act relating thereto, as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account. CrowPay may post operating rules or terms and conditions related to payment on the CrowPay website and change such rules from time to time.

Fees and Interest

Fees

You agree to pay the fees for the Services that are disclosed as of the Effective Date on the Site, as well as any other fees, including, without limitation, third-party service fees. Once paid, the fees are nonrefundable. Fees may change from time to time in our absolute and sole discretion. Additionally, we may introduce new fees by providing 30 days' written notice. Some of our fees may be subject to applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “taxes”) and, unless expressly noted, our fees are exclusive of applicable taxes. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.

Interest

Escrow Funds will be held in one or more interest-bearing accounts. In addition to any fees payable to CrowPay, all interest earned on Escrow Funds will be due and payable to CrowPay. Neither you nor any other party has any right or entitlement to such interest. 

Proprietary Rights and Licenses

Ownership; Reservation of Rights

All CrowPay Intellectual Property Rights, including Intellectual Property Rights in the Services, Documentation, Statistical Usage Data, and CrowPay’s Confidential Information, are and will remain owned exclusively by CrowPay and its Affiliates, as applicable. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customization related to the Services created by or on behalf of CrowPay will immediately vest in CrowPay upon creation. Nothing in these Terms will preclude or limit CrowPay from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Services. Other than as expressly set forth in these Terms, no license or other rights in or to the Services or other CrowPay Intellectual Property Rights are granted to you, and all such rights are expressly reserved to CrowPay and its Affiliates.

Use of CrowPay’s logos, and all other CrowPay trademarks, service marks, product names, and trade names of CrowPay, is prohibited without our express, written consent.

Your Confidential Information and data are and will remain owned exclusively by you or your Authorized Users, as applicable. You hereby grant CrowPay, its Affiliates, and its subprocessors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize your Confidential Information and data (subject to these Terms) for the purposes of providing and improving the Services in accordance with these Terms and Documentation.

CrowPay and its Affiliates may collect, use, and otherwise process Statistical Usage Data for their own analysis, analytics, marketing, and other internal business purposes, including, without limitation, improving CrowPay’s products and services. Except where you have expressly provided your written consent, CrowPay will only disclose Statistical Usage Data if such data is (a) aggregated or anonymized; and (b) does not disclose your identity or that of your Authorized Users or any of your Confidential Information.

If you or your Authorized Users provide any recommendations, suggestions, proposals, ideas, improvements, or other feedback regarding the Services or Documentation, you grant CrowPay an irrevocable, perpetual, royalty-free license to freely use, reproduce, distribute, modify, incorporate, commercially exploit, and further develop such feedback without any restrictions or attribution.

Representations, Warranties, Remedies, Disclaimers

General Warranty

Each party represents and warrants that it has the necessary rights to enter into these Terms and has the legal power to do so.

CrowPay Limited Warranties

CrowPay warrants that the Services will perform materially in accordance with the applicable Documentation. Your exclusive remedy and CrowPay’s entire liability for a breach of the above warranty will be, at CrowPay’s option, (a) the correction of the deficient Service that caused the breach of warranty, or (b) provision of comparable functionality. If CrowPay cannot accomplish (a) or (b) in a commercially reasonable manner, as determined in its reasonable discretion, CrowPay may terminate the deficient Service and refund you any applicable fees paid or payable to CrowPay for the deficient Service, up to a maximum of the fees paid and attributable to the twelve (12) month period immediately preceding the termination.

Disclaimers

THE CROWPAY SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. CROWPAY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CROWPAY DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO: (1) ANY ERRORS IN OR OMISSIONS FROM THE CROWPAY SERVICES INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (2) THIRD-PARTY COMMUNICATIONS, (3) ANY THIRD-PARTY SERVICES, WEBSITES, OR THIRD-PARTY CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE CROWPAY SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS IN OR OMISSIONS THEREFROM, (4) THE UNAVAILABILITY OF THE CROWPAY SERVICES, (5) YOUR USE OF THE CROWPAY SERVICES, OR (6) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE CROWPAY SERVICES.

CROWPAY does not represent or warrant that the CROWPAY SERVICES will be error-free, free of viruses or other harmful components, that defects will be corrected, or that they will always be accessible. CrowPay does not warrant or represent that content or information available on or through the Offerings will be correct, accurate, timely, or otherwise reliable. Except as separately agreed with you in writing, CROWPAY may: (1) change, suspend or discontinue any CROWPAY SERVICES; and/or (2) modify the prices of CROWPAY SERVICES effective prospectively upon reasonable notice to the extent allowed under the law. Except as required by law, CROWPAY has no obligation to retain or provide you with copies of your Content.

CROWPAY MAKES NO REPRESENTATION or warrantY REGARDING, AND ASSUMES NO RESPONSIBILITY FOR, ANY PROJECT, INCLUDING BUT NOT LIMITED TO THE LEGALITY OF THE PROJECT; THE QUALITY OR NATURE OF ANY UNDERLYING GOODS OR SERVICES PROVIDED IN CONNECTION WITH THE PROJECT; THE QUALIFICATIONS, CAPABILITIES, STATUS, or FINANCIAL CONDITION of any party involved in the project; or the performance of the project.

Indemnification

You will defend, indemnify and hold CrowPay, its Affiliates, contractors, employees, agents, third party suppliers, licensors, and partners harmless against any claim, suit, proceeding, losses, damages, liabilities, including legal fees and expenses, arising out of or related to (a) your violation of any third party intellectual property or privacy right; (b) your breach of these Terms; (c) your (including your Authorized User’s) use or misuse of the Services; and/or (d) your violation of any applicable law or regulation. CrowPay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CrowPay, and you agree to cooperate with CrowPay in defense of these claims. CrowPay will use reasonable efforts to notify you of any such claim upon becoming aware of it.

Limitation of Liability

TO THE FULLEST EXTENT OF THE LAW, CROWPAY WILL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR REPUTATIONAL DAMAGES (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS) OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE TERMS, DOCUMENTATION, OR SERVICES, THE USE OF OR INABILITY TO USE THE CROWPAY SERVICES, OR ANY THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES.

CrowPay’s and its respective Affiliates’ aggregate cumulative liability for all damages arising out of or related to these Terms will not exceed the applicable Fees paid or payable to CrowPay for the applicable Services and attributable to the twelve (12) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit.

No Legal Advice

We are not a law firm and our employees are not lawyers. Use of the Services does not create a lawyer-client relationship and CrowPay does not give legal advice on which you or anyone else can rely. You are responsible for obtaining legal advice and making appropriate arrangements (e.g. executing contracts) in connection with any Projects or other transaction for which you use the Services.

General Provisions

Publicity

CrowPay may identify you as a CrowPay customer in our promotional materials. You may revoke this grant at any time, in part or in whole, by sending an email to [email protected].

Governing Law & Venue

These Terms and any dispute arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Utah, without regard for principles of conflicts of laws. All disputes that cannot be arbitrated must be brought exclusively in the state and federal courts sitting in the State of Utah.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

The parties will attempt in good faith to promptly resolve any disputes arising out of or relating to the Services, Terms, or Documentation by negotiation between representatives of each party with the authority to resolve such dispute. If the parties are unsuccessful, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. The parties waive the right to participate in a class, consolidated, or representative action or arbitration (“class action waiver”). If this class action waiver is deemed unenforceable, the class, consolidated, or representative action will be brought in a court of competent jurisdiction. Unless CrowPay consents in writing, CrowPay does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances.

Arbitration will be conducted in English and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Except as required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration without the other party’s prior written consent.

The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator will be in accordance with these Terms and will be binding upon the parties. Each party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over the applicable parties.

Notices

Notices to you will be delivered via email or overnight delivery at the address you provide on the Site. Notices to CrowPay will be delivered via email to [email protected] or by overnight delivery to CrowPay LLC, 2906 S Hwy 89, Nibley, UT 84321. All notices must be in writing and will be effective when received.

Assignment

You will not assign these Terms, in whole or part, or any right or interest herein, whether by operation of law or otherwise, without CrowPay’s prior written consent, and any purported assignment will be void. CrowPay may assign these Terms without consent to an Affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Entire Agreement

These Terms contain the entire understanding and agreement of the parties concerning the subject matter hereof and supersede all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the parties with respect to its subject matter. CrowPay may update and modify these Terms as necessary to comply with applicable law and regulations.

Modifications

CrowPay may modify these Terms (including any terms or policies referenced herein) from time to time, with notice to you in accordance with the Notice section or by posting the modified Terms on the Site. Together with notice, CrowPay will specify the effective date of the modifications. You can review the most current version of these Terms at any time by visiting CrowPay.com/terms-and-conditions and by visiting the most current versions of the other pages referenced in these Terms. The materially revised Terms will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If you (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute your acceptance of any revised terms and conditions.

Survival

All provisions of the Terms that contemplate performance or abstention following termination of the Services or your use of the Services, and all rights and remedies that accrue before termination, shall survive termination. This specifically includes, but is not limited to, the Dispute Resolution provisions of these Terms.

Electronic Communications and Signatures

You understand and agree that CrowPay may provide you all communications and documents, whether initiated by CrowPay or requested by you, electronically as further explained below. Your consent includes, but is not limited to the following types of communications and documents (collectively, “Communications”): all legal and regulatory disclosures, notices, and communications associated with our services; this agreement and any supplemental, additional, or modifying terms or agreements; privacy or data security notices and policies; responses to your inquiries, complaints, claims, or any other communication; account statements and notices; any other written instrument, report, notice, or information required to be provided by the Terms or applicable law.

For purposes of the Terms, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record that is executed and adopted with the intent to sign such record. Specifically, you agree that an electronic signature includes, without limitation, typing your name, or clicking a checkbox or button labeled “I agree” (or similar words). Additionally, you specifically agree that the electronic signatures included in these Terms are intended to authenticate the Terms and have the same force and effect as manual signatures in accordance with, and to the fullest extent permitted by, the Uniform Electronic Transactions Act and all similar laws.

Incorporation by Reference

The Site Terms of Service, the Project Detail Screens, Privacy Policy, and General Escrow Instructions are incorporated herein by this reference and the parties’ rights and obligations are subject to those provisions.

Miscellaneous

If a provision of these Terms is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the parties as evidenced by these Terms, and the remainder of these Terms will continue in full force. Any notices in connection with these Terms must be provided in English. Any party’s failure to enforce any right under these Terms will not waive that right. There are no third-party beneficiaries to these Terms, and you acknowledge that CrowPay will have no obligations or liability whatsoever to any third parties with which you do business.

Definitions

“Affiliate” means an entity that controls, is controlled by, or is under common control of a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.

“Authorized Users” means any individual or agents authorized by you to access or use the Services, including if they are not from your organization or domain.

“Client” means a person or entity that accepts Projects on the Site and purchases goods and services in connection with that Project.

“Contractor” means a person or entity that initiates and publishes one or more Projects on the Site and provides goods and services in connection with that Project.

“Documentation” means the official CrowPay-provided instructions, user guides, help and training manuals, descriptions of support, and other descriptive product information applicable to the Services, whether in electronic, paper, or equivalent form, as updated from time to time, accessible at https://www.CrowPay.com or other websites designated by CrowPay.

“Escrow Funds” means funds held in escrow with CrowPay.

“Harmful Code” means code, files, scripts, agents, malware, or programs intended to do harm, including but not limited to viruses, worms, time bombs, and Trojan horses.

"Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.

“Project” means the underlying transaction involving the purchase and sale of construction-related goods and services for which the Services are utilized.

“Project Detail Screens“ means the screens on the Site containing the details of the Project provided by the Contractor and/or Client.

“Site” means www.crowpay.com.

“Statistical Usage Data” means usage information or data related to the access or use of the Services. Examples of Statistical Usage Data include information or data on user visits, user activity, project activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use.

“Services” means the CrowPay products including applications, mobile, software, websites or other properties owned by CrowPay, and all associated Updates.

“Support Services” means CrowPay’s then-current customer support applicable to the Services, if any.

“Updates” means all updates, enhancements, and other modifications that CrowPay makes generally available, at no additional charge, to its customers of the Services.

End of Terms of Service