Cooperative Crowdfunding™ — Global Terms & Conditions

1.1 Contracting Party

These Terms & Conditions (the “Terms”) govern your access to and use of the CoopCrowd™ websites, applications, dashboards, software, communications tools, payment interfaces, wallet integrations, Cooperative Crowdfunding system, Vaults and related services (collectively, the “Services” or “Platform”) provided by HoldingsCo LLC, incorporated under the laws of Barbados, with its registered office at Summerland House, Prospect, St. James (the “Operator”), trading as CoopCrowd™. CoopCrowd is a trade name and brand, not a separate legal entity. References to “CoopCrowd,” “Coop,” “we,” “us,” or “our” mean the Operator when describing contractual rights, obligations or actions; references to the name, marks or branding mean the CoopCrowd trade name and associated intellectual property. Your contract is with the Operator. Ownership and authorized use of the CoopCrowd brand are addressed in Section 9.

1.2 Protected Parties

“Protected Parties” means the Operator, the lawful owners and authorized licensors of the CoopCrowd trade name and associated intellectual property, and their respective past, present and future parent companies, subsidiaries, affiliates, sister companies, entities under common ownership or control, related entities, predecessors, successors, permitted assigns, licensors, licensees, service providers, payment processors, officers, directors, founders, shareholders, members, owners, managers, employees, contractors, consultants, agents, representatives, advisers and insurers. Each Protected Party is an intended third-party beneficiary of every provision of these Terms that by its nature protects or benefits that Protected Party.

1.3 Acceptance

By registering, clicking an acceptance box, purchasing or renewing membership or software access, paying an SLF, making or receiving a Contribution, activating or using the CoopCrowd participation level, using the Platform, or otherwise accessing the Services, you acknowledge that you have read and understood these Terms and agree to be legally bound by them. If you use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity.

1.4 Incorporated Policies

The Privacy Policy, Earnings Disclaimer, applicable fee or pricing schedules, Platform rules, acceptable-use rules and other policies expressly identified by CoopCrowd as incorporated into these Terms form part of this Agreement. If a conflict exists, these Terms control unless the incorporated policy expressly states that it supersedes a specified provision. CoopCrowd will make incorporated policies and applicable participation and fee rules readily accessible on the Platform before acceptance and provide notice of material changes in accordance with Section 1.5. Policies must identify the relevant qualification, allocation, renewal and placement requirements; undisclosed rules do not authorize additional charges or override required consent.

1.5 Amendments

CoopCrowd may amend these Terms to the fullest extent permitted by Applicable Law. Except where immediate implementation is reasonably required by law, security, fraud prevention, payment-network requirements, regulatory requirements or new functionality, material changes will become effective after reasonable notice. Continued use after the effective date constitutes acceptance where legally sufficient.

Account: the individual or business profile through which a Member accesses the Services.

Active Member: a Member who satisfies the then-current activation, verification, membership and payment requirements.

Affiliated Company: any entity that directly or indirectly controls, is controlled by, or is under common control with the Operator, and any sister or related company designated by the Operator as part of the Coop ecosystem.

Applicable Law: all laws, regulations, orders, sanctions, rules and legally binding requirements applicable to a person, transaction, jurisdiction or the Services.

Contribution: the $25 portion of each $28 / 28-day CoopCrowd payment, constituting a voluntary member-to-member Cooperative Crowdfunding payment made through the Platform for the benefit of a designated beneficiary Member according to Platform rules. The Contribution is legally and economically distinct from the $3 SLF and is not payment to CoopCrowd for software, membership or Platform access.

Corporate Position: A designated participation position operated by Coop or an Affiliated Company under Section 11.4. For the limited purpose of identifying a designated beneficiary and applying Contribution allocation rules, references to a Member include the identified operator of an eligible Corporate Position. This does not make a Corporate Position an independent individual Member or exempt its operator from applicable participation requirements.

Confidential Information: all non-public information concerning any Protected Party, including member genealogy, Member or prospect data, business plans, pricing, financial information, security procedures, software, source or object code, algorithms, architecture, methods, workflows, compensation logic, placement logic, cycling and re-entry logic, technical documentation, vendor information, trade secrets and other information that reasonably should be understood as confidential.

Intellectual Property: all copyrights, trademarks, service marks, trade names, trade dress, domain names, patents, designs, database rights, trade secrets, confidential information, know-how, software, source and object code, APIs, algorithms, workflows, methods, architecture, documentation, graphics, content and other proprietary rights, whether registered or unregistered.

Member: any registered user or participant of the Services, including an Active Member.

Member Content: content, images, video, text, marks, data or other material uploaded, submitted or transmitted by a Member.

SLF: the $3 Software Licensing Fee included in each $28 / 28-day CoopCrowd payment and payable for a limited software license and applicable Platform services. The SLF is legally and economically separate from the $25 Contribution. CoopCrowd may provide, administer, collect, process, license, service, assign, delegate, or arrange the SLF through itself or an authorized provider, licensor, affiliate, or other permitted party, without changing the separate legal treatment of Contributions.

Cooperative Crowdfunding: the CoopCrowd member-to-member crowdfunding method through which Members voluntarily make and receive the $25 Contribution portion of the $28 / 28-day payment according to Platform rules.

Participation Level: CoopCrowd has one current participation level of $28 every 28 days, consisting of a $25 member-to-member Contribution and a $3 Software Licensing Fee. References in these Terms to participation, a level, cycle, placement or re-entry relate only to this single CoopCrowd level unless lawfully amended.

Back Office: the Member-facing dashboard or account interface through which transaction, participation, account and other Platform information may be displayed.

3.1 Platform Role

CoopCrowd provides proprietary software, administrative technology, communication tools, recordkeeping functionality, and related Services that facilitate transparent Cooperative Crowdfunding among Members through one current $28 / 28-day participation level. Each $28 payment consists of a $25 member-to-member Contribution and a $3 Software Licensing Fee. Except for the $3 SLF and any separately disclosed service, processing or other charge payable to CoopCrowd or an authorized provider, CoopCrowd is not the beneficial recipient of the $25 Member Contribution merely because the Platform facilitates, records, routes, displays, verifies, or confirms it.

Subject to Section 11.4, Coop or an Affiliated Company may receive a Contribution as the expressly identified beneficiary operating an eligible Corporate Position. Such receipt must be disclosed before the contributing Member authorizes the transaction and recorded separately from the SLF and other service fees. This limited exception does not authorize the diversion of Contributions payable to another Member.

3.2 Instant, Transparent Member-to-Member Contributions

The $25 Contribution is a voluntary member-to-member payment made through the CoopCrowd Cooperative Crowdfunding system for the benefit of the designated beneficiary Member in accordance with Platform rules. It is intended to be transmitted and credited to the beneficiary Member upon successful authorization and completion through the applicable payment method or payment rail, subject to technical availability, security checks, legal requirements, provider requirements, fraud controls, and correction of error.

The Member’s Back Office displays transaction information and status made available by the Platform, including the applicable Contribution amount, designated beneficiary, transaction status, and other relevant transaction details. This visibility is provided for transparency and recordkeeping; it does not make CoopCrowd the recipient, owner, trustee, custodian, escrow holder, fiduciary, lender, broker, guarantor, or beneficial owner of the Contribution.

A Contribution is separate from the SLF and is not payment to CoopCrowd for software, membership, or Platform access. CoopCrowd does not obtain ownership of a Contribution solely because it facilitates, displays, records, routes, confirms, or provides technology in connection with the transaction.

Subject to Section 11.4, Coop or an Affiliated Company may receive a Contribution as the expressly identified beneficiary operating an eligible Corporate Position. Such receipt must be disclosed before the contributing Member authorizes the transaction and recorded separately from the SLF and other service fees. This limited exception does not authorize the diversion of Contributions payable to another Member.

3.3 Not an Investment or Guaranteed Return

Participation is not a bank deposit, savings product, security, investment contract, loan, insurance product or guaranteed-return product. CoopCrowd does not guarantee that any Member will receive Contributions, complete a cycle, earn income, recover amounts contributed, or achieve any particular financial result. Results depend on actual participation and other factors described in the Earnings Disclaimer.

3.4 Independent Participation

Members participate independently and are not employees, agents, partners, franchisees, joint venturers or legal representatives of any Protected Party. No Member may bind a Protected Party or make commitments on its behalf unless expressly authorized in writing.

4.1 Eligibility and Verification

You must be at least the age of majority in your jurisdiction, have legal capacity to contract, provide accurate registration information, and not be prohibited from using the Services. CoopCrowd may require identity, address, tax, sanctions, source-of-funds or other verification at any time.

4.2 Accurate Information and Security

You must maintain accurate, current and complete Account information and protect passwords, authentication credentials, wallet information and devices. You are responsible for activity conducted through your Account except to the extent Applicable Law provides otherwise. Notify CoopCrowd promptly of suspected unauthorized access.

4.3 One Account; No Evasion

Unless CoopCrowd expressly authorizes otherwise, a person may maintain only one Account. You may not create nominee, fictitious, duplicate or replacement Accounts to evade restrictions, sanctions, suspension, termination, placement rules or other Platform controls.

4.4 Membership Is Revocable

Membership and access to the Services are contractual privileges, not vested property rights in the Platform. CoopCrowd’s suspension and termination rights are set out in Section 11.

4.5 No Personal Liability; Corporate Separateness

You acknowledge that you are contracting with the Operator identified in Section 1.1 and not with any founder, shareholder, director, officer, owner, manager, employee, contractor, consultant, agent or representative in that person’s individual capacity. To the fullest extent permitted by Applicable Law, no such individual is personally liable for any debt, obligation, refund, Contribution, representation, act or omission of CoopCrowd or another Protected Party solely by reason of that person’s relationship with the entity. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship, alter-ego relationship or contractual basis to disregard the separate legal existence of any Protected Party. Nothing in this Section excludes personal liability that Applicable Law expressly makes non-waivable.

4.6 Separate Corporate Obligations

Each Protected Party is a separate legal person where organized as such. No Protected Party assumes another Protected Party’s debts, liabilities or contractual obligations merely because of common ownership, control, management, branding, technology, personnel, services, contractual relationships or participation in the Coop ecosystem, unless it expressly assumes the obligation in a signed writing.

5.1 Separate Components

Each current CoopCrowd $28 / 28-day payment has two legally and economically distinct components: (1) a $25 voluntary member-to-member Contribution made for the benefit of a designated beneficiary Member through Cooperative Crowdfunding; and (2) a $3 SLF paid for a limited software license and applicable Platform services. The $25 Contribution is not consideration paid to CoopCrowd for software, membership or Platform access.

All dollar amounts stated in these Terms are in United States dollars (USD). Any currency conversion and separately applicable charges must be disclosed before payment authorization.

5.2 Seven-Day SLF Refund Policy

Subject to mandatory consumer rights that cannot lawfully be waived, a Member may request a refund of the eligible $3 SLF within seven (7) calendar days after the applicable $28 payment date. The request must be submitted through CoopCrowd’s designated support channel and identify the relevant transaction using information reasonably requested for verification and fraud prevention. The $25 Contribution is governed separately by Section 5.3 and is not part of the SLF refund.

After the seven-day period, the SLF is final and non-refundable to the fullest extent permitted by Applicable Law. An SLF refund, if approved or legally required, is limited to the eligible SLF portion actually received for the relevant software license or Platform service. It does not include, reverse, retrieve, reimburse, or affect any Contribution, payment-processing fee, banking fee, network fee, foreign-exchange cost, tax, charge, or third-party fee, except where Applicable Law expressly requires otherwise.

5.3 Instant and Irrevocable Contributions; No Refund Obligation

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AFTER THE REQUIRED ACCEPTANCE UNDER SECTION 5.4, EACH CONTRIBUTION BECOMES FINAL, IRREVOCABLE, NON-CANCELLABLE, AND NON-REFUNDABLE WHEN THE MEMBER SUBMITS OR AUTHORIZES THAT INDIVIDUAL CONTRIBUTION OR, FOR AN AUTOMATIC RENEWAL, WHEN THAT RENEWAL CONTRIBUTION IS SUBMITTED FOR PROCESSING UNDER A VALID, UNREVOKED AUTHORIZATION UNDER SECTION 5.6. ADVANCE AUTHORIZATION OF AUTOMATIC RENEWALS DOES NOT MAKE FUTURE, UNSUBMITTED CONTRIBUTIONS NON-CANCELLABLE OR NON-REFUNDABLE.

Contributions are made for the benefit of designated beneficiary Members through Cooperative Crowdfunding and are not paid to or retained by CoopCrowd as revenue. Contributions are displayed transparently in the contributing Member’s Back Office and are intended to be transmitted and credited to the beneficiary Member immediately upon successful authorization and completion, subject to technical availability, compliance controls, fraud prevention, payment-provider requirements, Applicable Law, and correction of errors.

Once a Contribution is submitted or authorized, no Protected Party has any contractual obligation to cancel, reverse, retrieve, recover, replace, reimburse, guarantee, or refund that Contribution from its own funds, whether the relevant transaction is pending, processing, transmitted, allocated, credited, settled, or distributed. For automatic renewals, this provision applies only once the particular renewal Contribution is submitted for processing under Section 5.6; it does not prevent cancellation of future renewals.

Without limitation, no refund or reimbursement is due merely because a Member changes their mind; ends or loses membership; does not receive a desired outcome; disputes another Member or beneficiary; alleges dissatisfaction; experiences a delay, technical issue, provider action, hold, or correction; or because the Platform, the participation level, or a Member’s access is changed, restricted, suspended, or terminated.

Nothing in this Section excludes a refund, reversal, remedy, disclosure, hold, or other action that Applicable Law makes mandatory and non-waivable or that an applicable payment processor, payment network, bank, regulator, governmental authority, or court of competent jurisdiction lawfully requires. No such requirement creates a broader voluntary refund policy or a general obligation for any Protected Party to fund a Member Contribution from its own money.

Subject to Section 11.4, Coop or an Affiliated Company may receive a Contribution as the expressly identified beneficiary operating an eligible Corporate Position. Such receipt must be disclosed before the contributing Member authorizes the transaction and recorded separately from the SLF and other service fees. This limited exception does not authorize the diversion of Contributions payable to another Member.

5.4 Required Checkbox Acceptance and Records of Consent

Before submitting a manually initiated Contribution or enrolling in automatic renewals, a Member must actively select an unchecked acceptance checkbox acknowledging the Contribution Notice below. Automatic renewals additionally require the separate authorization in Section 5.6. A new Contribution Notice checkbox is not required for each renewal processed within that valid authorization unless Applicable Law, payment-provider requirements or a material change requires renewed consent. No Contribution may be submitted without the applicable acceptance and authorization.

CoopCrowd may maintain electronic records of the Member’s acceptance, including the version of these Terms, Contribution Notice and any automatic-renewal authorization accepted, date and time of acceptance, Account identifier, transaction details, and other technical or security information reasonably necessary to document consent, prevent fraud, administer the Services, and enforce these Terms, subject to the Privacy Policy and Applicable Law. CoopCrowd will provide the Member with a retainable copy of the renewal authorization and confirmation of its cancellation. Records must distinguish initial consent, subsequent changes, revocation and each renewal transaction.

Required Contribution Notice:

“I understand and agree that the current CoopCrowd payment is US$28 every 28 days, consisting of a US$25 voluntary member-to-member Contribution for the benefit of the designated beneficiary Member and a separate US$3 Software Licensing Fee. To the fullest extent permitted by Applicable Law, each US$25 Contribution becomes final, irrevocable, non-cancellable and non-refundable when I submit or authorize that individual Contribution or when an authorized automatic-renewal Contribution is submitted for processing under Section 5.6. I may cancel future automatic renewals as stated in Section 5.6. Contributions are displayed in my Back Office for transparency, and neither CoopCrowd nor any Protected Party is required to reverse, recover, replace, reimburse, guarantee or refund a Contribution except where Applicable Law requires otherwise.”

5.5 Chargebacks and Payment Disputes

A Member must not initiate or threaten a false, abusive, duplicative, manipulative, or bad-faith chargeback, reversal, payment dispute, or fraud claim. A Member may pursue legitimate rights regarding an unauthorized transaction or rights that cannot lawfully be waived.

Where a payment dispute, chargeback, reversal, fraud concern, or provider inquiry occurs, CoopCrowd and the Protected Parties may provide relevant transaction, acceptance, communication, Back Office, Account, and technical records to payment providers, banks, card networks, regulators, authorities, insurers, legal advisers, and other persons where reasonably necessary to investigate, respond to, protect rights, prevent fraud, comply with law, or enforce these Terms.

A chargeback, reversal, payment dispute, fraud concern, or payment risk may result in suspension, restriction, termination, recovery of resulting costs where legally permitted, or other enforcement action under these Terms. This provision does not restrict any right that cannot lawfully be restricted.

5.6 Automatic Renewals and Cancellation

Automatic renewal requires the Member’s separate, express authorization through an unchecked checkbox or equivalent affirmative consent permitted by Applicable Law. Registration or acceptance of these Terms alone does not authorize recurring deductions. Before obtaining that authorization, CoopCrowd will clearly display the US$28 renewal amount (US$25 Contribution and US$3 SLF), any additional charges, the selected wallet or payment source, the first renewal date, the 28-day frequency, applicable beneficiary-allocation rules and cancellation instructions.

Once authorized, renewal payments may be deducted every 28 days from the disclosed first renewal date until the Member cancels or the authorization otherwise ends. Only the wallet balance or payment source expressly authorized by the Member may be used; another source must not be charged without authorization. Insufficient funds or a failed payment may prevent renewal and affect Active Member status under the disclosed participation rules. Any retry schedule or additional charge must be disclosed and authorized before use.

Members may cancel future automatic renewals at any time through the official support channel published on the Platform or any cancellation control provided in the Back Office. CoopCrowd will provide a simple, readily accessible online cancellation method and process revocation promptly. A cancellation received before a scheduled renewal is submitted for processing stops that renewal and subsequent renewals. A payment already submitted remains subject to Section 5, Applicable Law and applicable payment-provider rights. Cancellation does not itself shorten a paid participation period or forfeit accrued funds; future eligibility remains subject to the participation rules and Section 11.

CoopCrowd will provide any legally required renewal reminders, payment notices and advance notice of material changes. Changes to the amount, payment source or scope of authorization require fresh consent where required by Applicable Law or payment-provider rules. Corporate Position disclosures and any required consent under Section 11.4 must be completed before the affected renewal is processed; an existing renewal authorization does not waive those requirements.

Separate Automatic-Renewal Authorization:

“I authorize automatic payments of US$28 every 28 days, consisting of a US$25 Contribution and US$3 Software Licensing Fee, from the wallet or payment source I select, beginning on the first renewal date shown before I consent and continuing until cancelled. Any additional charge must be separately disclosed and authorized. I understand the disclosed beneficiary-allocation rules and may cancel future renewals through the official support channel or available Back Office cancellation control, as described in Section 5.6.”

6.1 Voluntary Participation

CoopCrowd currently has one participation level of $28 every 28 days, consisting of a $25 member-to-member Contribution and a $3 SLF. Participation is voluntary and subject to Platform rules. CoopCrowd may establish or modify eligibility, activation, renewal, cycle, re-entry, placement, technical and administrative requirements to the fullest extent permitted by Applicable Law. No Member has a vested contractual right to a particular placement, genealogy, cycle position, re-entry position or prospective Contribution before it is actually completed and credited.

6.2 Allocation and Timing

The Platform may use automated rules to identify beneficiary Members and record Contributions. A displayed status, pending amount or expected allocation does not create a guarantee of receipt until the applicable transaction is completed and credited according to Platform records and the applicable payment rail.

6.3 No Guarantee of Results

No representation concerning examples, historical results, mathematical capacity, matrix size, cycle potential, testimonials or illustrations is a guarantee that a particular Member will achieve the same or any result.

6.4 Wallets and Withdrawals

Eligible amounts may be credited to a Member’s designated wallet or account. Withdrawals may be subject to verification, security reviews, payment-provider rules, legal holds, technical availability and other compliance requirements. CoopCrowd does not guarantee that a particular withdrawal method will always remain available.

6.5 Errors and Corrections

Technical, accounting, duplicate, fraudulent or administrative errors do not create vested rights. CoopCrowd may correct Platform records, reverse erroneous credits, reconcile balances and take reasonable corrective action consistent with Applicable Law.

The Services may rely on independent payment processors, banks, wallet providers, blockchain networks, card networks, identity-verification services and other third parties. Their separate terms may apply. No Protected Party is responsible for their independent acts, omissions, outages, holds, reversals or fees except to the extent liability cannot lawfully be excluded.

Each Member is solely responsible for determining, reporting and paying taxes, duties or other governmental charges arising from participation, Contributions received, earnings or use of the Services. CoopCrowd may collect tax information, make reports or withhold amounts where required by law.

CoopCrowd may delay, restrict or place a hold on transactions or access where reasonably necessary to investigate fraud, comply with law or legal process, satisfy payment-provider requirements, protect Members, correct errors, preserve evidence or protect Platform security.

8.1 General Conduct

You may not use the Services for unlawful, fraudulent, deceptive, abusive, harmful or unauthorized purposes. Without limitation, you may not provide false information; impersonate another person; misuse payment methods; interfere with Platform security; use unauthorized bots, scrapers or crawlers; harvest Member information; upload infringing material; evade sanctions or controls; or engage in conduct creating material legal, financial, security, operational or reputational risk.

8.2 No Cross-Recruiting, Diversion or Competitive Solicitation

To the fullest extent permitted by Applicable Law, during your membership and for twenty-four (24) months following the later of (a) termination or expiration of your membership, (b) your last access to non-public Member information, Confidential Information, genealogy, training, groups, or Platform resources, or (c) your last participation in a Cooperative Crowdfunding activity, you must not, directly or indirectly, for yourself or for another person or entity:

• solicit, recruit, induce, encourage, invite or attempt to cause a Member first known to you through the Services to join, participate in, purchase from, promote, support or provide services to a competing or substantially similar crowdfunding, income, compensation, membership, referral, matrix or commercial opportunity by using Confidential Information, non-public Member information, genealogy, Platform relationships or proprietary resources;
• divert or attempt to divert a Member, prospect, contractor, consultant, employee, representative, vendor or other business relationship of a Protected Party away from the Services or toward a competing or substantially similar opportunity through use of Confidential Information, non-public Member information, genealogy or Platform relationships;
• use Member genealogy, non-public contact information, Coop groups, training, community channels, private messages, Platform data or other proprietary resources to promote or build an outside competing or substantially similar business, platform, program, system or opportunity;
• organize, assist, finance, promote, administer or participate in a coordinated migration of Members or teams from CoopCrowd to a competing or substantially similar opportunity using relationships or information obtained through the Services;
• circumvent these restrictions through another person, entity, account, alias, group, communication channel, automated tool or intermediary; or
• assist, encourage, enable, direct or knowingly permit another person to engage in conduct prohibited by this Section.

For purposes of this Section, “solicit” includes any direct or indirect communication, message, post, invitation, meeting, presentation, group, link, advertisement, referral, content, promotion, or other conduct reasonably intended to encourage or facilitate a covered person’s participation in a prohibited opportunity. It includes use of intermediaries, aliases, replacement accounts, private groups, social-media groups, messaging applications, email, telephone, events, or other channels.

This Section does not prohibit lawful competition that does not use or exploit Confidential Information, non-public Member information, genealogy, Platform relationships, or other proprietary resources and does not otherwise violate these Terms. If any restriction is held broader than permitted by Applicable Law, it will be enforced or reformed to the maximum lawful scope necessary to protect the legitimate interests of the Protected Parties.

8.3 No Circumvention or Interference

You must not intentionally interfere with, disrupt or circumvent a Protected Party’s contractual, payment, technical or business relationships by exploiting Confidential Information, non-public Member information, Platform access, genealogy or proprietary resources.

9.1 Ownership

As between you and the Protected Parties, all right, title and interest in and to the Services and applicable Intellectual Property remain exclusively owned by the applicable Protected Party or licensor. To the extent protectable by law, this includes Platform architecture, software, source code, object code, APIs, algorithms, databases, workflows, system design, graphical interfaces, documentation, educational and marketing materials, trademarks, trade names, logos, trade dress, text, images, videos, proprietary methodologies, business processes, Cooperative Crowdfunding mechanics, CoopCrowd’s system implementation, compensation logic, placement logic, cycling and re-entry logic, and modifications, enhancements and derivative works created by or for a Protected Party.

9.2 Successors and Assigns

All rights and protections under this Section extend to the applicable Protected Party’s affiliates, licensors, licensees, successors and assigns. CoopCrowd may assign, transfer, license or otherwise convey Intellectual Property or enforcement rights without Member consent to the fullest extent permitted by law.

9.3 Limited Revocable License

Subject to continuing compliance with these Terms, CoopCrowd grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for their intended lawful purpose. No other right or license is granted by implication, estoppel or otherwise.

9.4 Prohibited IP Conduct

You must not, without authorization or other lawful entitlement:

• copy, reproduce, download, capture, modify, adapt, translate, distribute, display, publish, transmit, sell, license, rent, lease, assign, exploit or create unauthorized derivative works from Intellectual Property;
• use Intellectual Property in a manner suggesting unauthorized sponsorship, endorsement, affiliation, authorization, partnership or approval;
• register, acquire, reserve, use or advertise through a domain, social-media handle, business name, trademark, service mark, keyword, metatag or identifier identical or confusingly similar to protected branding;
• copy, imitate, replicate, reverse engineer, decompile, disassemble, scrape, data mine, crawl, frame, mirror, archive, harvest, or attempt to derive source code, object code, data, databases, workflows, structure, functionality, design, business methods or operation of the Services;
• use Intellectual Property, Confidential Information, Member data, Platform data, methods, systems, materials or know-how to develop, promote, operate, support, market or assist a competing, copycat, substantially similar or infringing platform, service, program or business;
• remove or interfere with proprietary notices, copyright notices, trademark notices, attribution, watermarks, security controls, access controls or technical protection measures;
• claim ownership of, challenge, contest, oppose, seek cancellation of, dilute, interfere with or take action intended to impair the validity or goodwill of Intellectual Property, except to the extent a legal right to do so cannot lawfully be waived; or
• encourage, assist, enable, induce or permit another person to do any prohibited act.

9.5 Immediate Revocation and Remedies

Any actual, attempted or threatened infringement, misappropriation, unauthorized copying, cloning, reverse engineering or misuse is a material breach. To the fullest extent permitted by Applicable Law, the applicable Protected Party may immediately revoke licenses, suspend or terminate membership, remove or preserve content, restrict access or transactions where lawfully permitted, issue cease-and-desist demands, seek transfer or cancellation of infringing identifiers, preserve evidence, cooperate with service providers and authorities, and pursue injunctive, equitable, monetary, statutory and other relief, including damages, accounting of profits, costs and reasonable legal fees where available. No cure period is required before action reasonably necessary to prevent or stop actual or threatened infringement.

9.6 Trademarks and Goodwill

All goodwill arising from authorized use of a Protected Party’s names, logos or marks inures exclusively to the benefit of the applicable owner, successor or assign.

9.7 CoopCrowd Trade Name and Brand Protection

CoopCrowd™ is a trade name and brand, not a separate legal entity. All rights in the CoopCrowd name, associated trademarks, service marks, logos, domain names, brand identifiers and related goodwill remain with their respective lawful owners.

Membership, participation or use of the Services does not transfer ownership of those rights or authorize use of the CoopCrowd brand except as expressly permitted in writing by the applicable rights holder or its authorized representative.

Members must not use or register the CoopCrowd name or any confusingly similar identifier in a manner that infringes applicable rights, impersonates Coop, or falsely suggests ownership, authorization, sponsorship or endorsement. Authorized brand use must comply with applicable brand guidelines and cease when the relevant authorization ends.

The protections and remedies in Sections 9.1 through 9.6 apply to the CoopCrowd trade name and associated branding, subject to Applicable Law.

10.1 Duty of Confidentiality

You must protect Confidential Information using at least reasonable care and may use it only as authorized for participation in the Services. You must not disclose, publish, transmit, sell, license, copy, exploit or make Confidential Information available to another person except as expressly authorized in writing.

10.2 Trade Secrets and Member Data

Without limitation, non-public member genealogy, Member contact information, internal reports, security information, software logic, algorithms, payment or placement logic, business methods, strategic plans, vendor terms and technical documentation may constitute Confidential Information or trade secrets. Membership or Platform access grants no ownership of such information.

10.3 Exclusions

Confidential Information does not include information that you can demonstrate by contemporaneous records was lawfully known to you without confidentiality duty before disclosure, becomes public through no breach by you, is lawfully received from a third party without confidentiality duty, or is independently developed without use of Confidential Information.

10.4 Required Disclosure

If legally compelled to disclose Confidential Information, you must, where lawful, give prompt notice sufficient to allow the applicable Protected Party to seek protective relief and disclose only the portion legally required.

10.5 Return, Destruction and Survival

Upon request or termination, you must stop using Confidential Information and, where reasonably practicable and legally permitted, return or destroy copies in your possession. Confidentiality obligations survive for so long as the information remains confidential; obligations concerning trade secrets survive for so long as the information qualifies for trade-secret protection.

11.1 Investigations

CoopCrowd may investigate suspected violations, fraud, security incidents, unlawful conduct, payment disputes, Intellectual Property misuse, confidentiality breaches, cross-recruiting or other activity affecting the Services. To the extent permitted by law, CoopCrowd may preserve records, request information, engage professional advisers or investigators, cooperate with providers and authorities, and take interim protective measures.

11.2 Broad Termination Right

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COOPCROWD MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, FOR ANY LAWFUL REASON OR NO STATED REASON, WITH OR WITHOUT PRIOR NOTICE, EXPLANATION, HEARING, APPEAL, OR OPPORTUNITY TO CURE, REFUSE, RESTRICT, SUSPEND, DEACTIVATE, REVOKE, OR TERMINATE ANY MEMBERSHIP, ACCOUNT, SOFTWARE LICENSE, PLATFORM ACCESS, PARTICIPATION ACCESS, BENEFIT, PRIVILEGE, CONTENT, REFERRAL RIGHT, COMMUNICATION RIGHT, PAYMENT-RELATED FEATURE, OR OTHER PARTICIPATION IN THE SERVICES.

Without limiting that discretion, CoopCrowd may act where it reasonably believes or suspects that a Member has violated these Terms, Applicable Law, another person’s rights, payment-provider rules, security requirements, confidentiality obligations, Intellectual Property rights, cross-recruiting restrictions, anti-fraud rules, Platform rules, or any instruction of a regulator, governmental authority, court, payment provider, bank, card network, or service provider; provided inaccurate or misleading information; created legal, security, financial, operational, payment, compliance, reputational, or Intellectual Property risk; or acted contrary to the integrity, safety, purpose, standards, interests, or reputation of the Services or any Protected Party.

Suspension, restriction, revocation, deactivation, or termination does not create a right to cancel, reverse, retrieve, recover, reimburse, or refund a Contribution. A timely SLF refund request remains governed solely by Section 5, subject to Applicable Law.

11.3 Survival

Provisions that by their nature should survive, including provisions concerning Contributions, refunds, Intellectual Property, Confidential Information, restrictive covenants, Member Content licenses, accrued obligations, release, indemnification, limitations of liability, corporate separateness, dispute resolution and enforcement rights, survive termination.

11.4 Position Reassignment and Team Continuity

(a) Purpose and Authority

To support affected Members, preserve team continuity and enable the continued operation and development of a business center, Coop may administer or reassign a vacant participation position following a lawful and effective cancellation or termination.

For this Section, a “Position” means a placement, Income Center, business center or other participation position within the applicable Platform structure. Reassignment concerns the Position and its prospective participation rights, subject to this Section; it does not transfer the former Member’s identity, personal Account or wallet.

(b) When a Position Becomes Available

A Position may become available for reassignment when the former Member’s right to occupy it has lawfully ended under the Terms applicable to that Member, following completion of any required notice, cure, review or appeal procedure.

Temporary suspension, an investigation or a missed renewal does not, by itself, make a Position available for permanent reassignment. Coop may provide interim administrative support while the Position’s status is being resolved, without transferring disputed funds or extinguishing existing rights.

(c) Eligible Recipients and Corporate Positions

Coop may reassign an available Position to an eligible existing or new Member, an approved business entity, or a designated account operated by Coop or an Affiliated Company (“Corporate Position”).

Coop will select recipients reasonably and in good faith, considering their eligibility, capacity to support affected Members, operational requirements and the interests of team continuity. A cancellation or termination must not be manufactured or used as a pretext to obtain a Position or divert earnings.

Any exception to the one-Account restriction in Section 4.3 must be expressly authorized and recorded by Coop. Reassignment does not otherwise waive applicable verification, activation, renewal, payment or participation requirements.

A Corporate Position must be clearly identified as corporate-operated. Corporate administration alone does not create an entitlement to Contributions. A Corporate Position may receive future Contributions only where permitted by Applicable Law, expressly authorized by the applicable participation rules, and accurately disclosed to affected Members and contributing Members before the relevant transactions are authorized. Any required contractual notice or consent must first be completed.

(d) Team Continuity and Future Participation

Subject to applicable participation rules, Coop may preserve the Position’s existing team structure and authorize the replacement participant to support affected Members and continue developing the business center.

Reassignment alone does not change another Member’s existing placement, recorded qualification credit, accrued payment entitlement or agreed payout percentage. Any separate change must have its own lawful contractual basis and satisfy applicable notice and consent requirements.

The replacement participant may qualify for Contributions attributable to activity occurring from the recorded effective date of reassignment, under the applicable participation rules. Reassignment does not guarantee income, growth, renewal, completion of a cycle or any other result.

(e) Existing Funds, Records and Privacy

Reassignment does not, by itself, forfeit, confiscate or transfer the former Member’s wallet balance, Contributions already received, amounts already earned or other accrued legal entitlements. Those matters remain subject to the applicable Terms, lawful adjustments, dispute procedures and Applicable Law.

Coop will preserve the historical transaction record and maintain a clear separation between activity before and after reassignment. The replacement participant will not receive the former Member’s passwords, identity documents, payment credentials or private communications. Access to team information will be limited to what is lawfully necessary for the replacement participant’s authorized role.

(f) Records, Notice and Effective Date

Coop will document the basis for the vacancy, the reassignment decision, the recipient, the effective date and the applicable participation requirements. Coop will provide notice to the former Member and affected Members describing material consequences, subject to lawful confidentiality, security and investigation restrictions.

This Section applies only after it has become binding under Section 1.5 and Applicable Law. It does not retrospectively validate an earlier termination or reassignment, extinguish an existing claim, or override a court order or mandatory legal right. Reassignment remains subject to any remedy required if the underlying cancellation or termination is later overturned.

You retain ownership of Member Content you lawfully own. By submitting Member Content, you grant the Protected Parties a worldwide, non-exclusive, royalty-free, fully paid, transferable and sublicensable license to host, store, reproduce, display, distribute, adapt and use it as reasonably necessary to operate, secure, promote, enforce and improve the Services, subject to Applicable Law and the Privacy Policy.

You represent that you possess all rights and permissions necessary to submit Member Content and grant this license. Ideas, suggestions and feedback voluntarily provided concerning the Services may be used without restriction or compensation, without transferring ownership of pre-existing Intellectual Property specifically identified by you in writing.

You agree to cooperate reasonably with investigations concerning suspected misconduct, Intellectual Property infringement, payment disputes, fraud, legal requests or security matters involving your Account, content, transaction or use of the Services.

Personal information is handled in accordance with the Privacy Policy and Applicable Law. CoopCrowd may process, retain and disclose information as reasonably necessary to provide the Services, verify identity, prevent fraud, administer transactions, secure the Platform, enforce these Terms, resolve disputes, respond to legal process and comply with law.

You consent to receive contractual notices, policy updates, Account communications and other legally permitted communications electronically through email, the Platform, SMS or other reasonable electronic means and are responsible for keeping contact information current.

The Services may be accessible internationally. You are responsible for compliance with laws applicable to you. You may not use, export, re-export, transfer or make the Services available in violation of applicable sanctions or export-control laws. CoopCrowd may restrict jurisdictions, persons, transactions or functionality where required by law, regulators, financial partners, security concerns or risk-management decisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, CONTRIBUTIONS, CONTENT, COMMUNICATIONS AND RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY OR QUALITY.

No Protected Party warrants that the Services will be uninterrupted, secure, error-free or available at any particular time, or guarantees Contributions, income, profit, cycling, re-entry, financial independence, recovery of amounts contributed, or any other financial result. Examples, mathematical illustrations and testimonials are not promises of future performance.

You assume the ordinary risks associated with internet services, payment networks, banks, wallet providers, blockchain networks, cybersecurity events, regulatory changes, third-party outages and Member conduct, subject to rights that Applicable Law makes non-waivable.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE AND DISCHARGE THE PROTECTED PARTIES FROM CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES ARISING OUT OF OR RELATING TO DISPUTES BETWEEN YOU AND ANOTHER MEMBER OR THIRD PARTY; MEMBER REPRESENTATIONS OR CONDUCT; CONTRIBUTIONS MADE TO OR RECEIVED FROM MEMBERS; PAYMENT-PROVIDER ACTIONS; REFUNDS, NON-REFUNDS, CHARGEBACKS, REVERSALS, HOLDS OR RESERVES; SUSPENSION OR TERMINATION; OR THE FAILURE OF ANOTHER MEMBER OR THIRD PARTY TO PERFORM AN OBLIGATION. THIS RELEASE DOES NOT APPLY TO LIABILITY THAT APPLICABLE LAW EXPRESSLY MAKES NON-WAIVABLE.

To the maximum extent permitted by Applicable Law, you will defend, indemnify and hold harmless the Protected Parties from and against claims, demands, proceedings, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs and expenses, including reasonable legal and professional fees, arising out of or relating to your access to or use of the Services; Contributions; Member Content; representations, marketing, recruitment, solicitation, communications, conduct, omissions or transactions; violation of these Terms, Applicable Law, processor rules, card-network rules or third-party rights; actual or alleged infringement or misuse of Intellectual Property or Confidential Information; refund requests, chargebacks, payment disputes, fraud claims, tax issues, privacy or data issues, regulatory matters or consumer claims relating to your conduct; or disputes between you and another Member or third party.

The applicable Protected Party may assume exclusive control of the defense of a matter subject to indemnification. You must cooperate fully and may not settle a matter in a way that imposes liability, obligation, admission or restriction on a Protected Party without that Protected Party’s prior written consent.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PROTECTED PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, REPUTATION, OPPORTUNITY, ANTICIPATED SAVINGS OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL PROTECTED PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE SLF AMOUNTS ACTUALLY RETAINED FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) US$100. CONTRIBUTIONS PAID TO OTHER MEMBERS, TAXES, PROCESSING FEES AND THIRD-PARTY CHARGES ARE EXCLUDED FROM THIS CAP.

The limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, equity or otherwise. Nothing excludes or limits liability to the extent prohibited by Applicable Law.

19.1 Informal Resolution

Before commencing arbitration or court proceedings, a party must send written notice describing the dispute and requested relief and allow sixty (60) calendar days for good-faith efforts to resolve it, unless urgent injunctive relief is reasonably necessary to protect Intellectual Property, Confidential Information, security, restrictive covenants or prevent irreparable harm.

19.2 Barbados Law

These Terms and the relationship between you and CoopCrowd are governed by the laws of Barbados, without regard to conflict-of-law principles, subject to any mandatory law that applies notwithstanding this choice.

19.3 Binding Individual Arbitration

Except for matters that cannot lawfully be arbitrated and claims for urgent injunctive or equitable relief concerning Intellectual Property, Confidential Information, security, unauthorized access, fraud prevention, or enforcement of restrictive covenants, any dispute arising out of or relating to these Terms, the Services, a Contribution, the SLF, a Member’s Account, or any Protected Party will be resolved by binding individual arbitration seated in Barbados under the Arbitration Act, Cap. 110 and procedural rules selected by CoopCrowd or the arbitrator, to the extent consistent with Applicable Law.

Arbitration may be conducted remotely, electronically, by written submissions, by videoconference, in person, or through another lawful procedure selected by the arbitrator or reasonably designated by CoopCrowd, taking account of the circumstances of the dispute, efficiency, fairness, and Applicable Law.

The parties may be represented by legal counsel or another authorized representative. CoopCrowd is not required to identify, disclose, retain, or make available the identity, engagement terms, advice, communications, strategy, or work product of its legal counsel, consultants, advisers, insurers, investigators, affiliates, service providers, or representatives except to the extent disclosure is expressly required by Applicable Law, an enforceable procedural rule, or a lawful order.

The arbitrator may award only relief available under Applicable Law and only on an individual basis. Nothing in this Section prevents a Protected Party from seeking temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect Intellectual Property, Confidential Information, security, accounts, systems, data, restrictive covenants, or other rights requiring urgent protection.

19.4 Individual Proceedings

To the fullest extent permitted by Applicable Law, each party may bring claims only in its individual capacity and not as a plaintiff or class member in a purported class, collective, consolidated, representative or private-attorney-general proceeding. If this waiver is unenforceable for a particular claim, its effect will be determined under Applicable Law without invalidating unrelated provisions.

19.5 Courts

For claims not subject to arbitration, applications to enforce arbitration awards, and permitted applications for injunctive or equitable relief, the parties submit to the courts of Barbados, subject to mandatory jurisdictional rights that cannot be waived.

20.1 Assignment and Successors

You may not assign, transfer, delegate or sublicense these Terms or membership without CoopCrowd’s prior written consent. CoopCrowd may assign or transfer these Terms, the Services, contractual rights, Intellectual Property rights, enforcement rights and related obligations, in whole or in part, to an affiliate, sister company, purchaser, successor, assignee or other entity in connection with a reorganization, financing, merger, acquisition, sale, licensing arrangement or business transfer, to the fullest extent permitted by law.

Coop’s administration or reassignment of an available Position is governed by Section 11.4 and does not constitute a transfer of the former Member’s personal Account or wallet.

20.2 Intended Third-Party Beneficiaries

Every Protected Party is an intended third-party beneficiary of the provisions that protect or benefit it and may enforce those provisions directly in its own name. Except for Protected Parties, these Terms do not create enforcement rights in another third party.

20.3 Entire Agreement

These Terms and incorporated policies constitute the entire agreement concerning the Services and supersede prior agreements, representations and understandings concerning the same subject matter, except a separate written agreement signed by an authorized representative that expressly states it overrides a specified provision.

20.4 Severability and Reformation

If a provision is held invalid, unlawful or unenforceable, it will be enforced to the maximum extent permitted and, where permitted, reformed only to the minimum extent necessary to reflect the parties’ lawful intent. The remaining provisions remain effective.

20.5 No Waiver; Cumulative Remedies

Failure or delay by a Protected Party to enforce a provision is not a waiver. Any waiver must be in writing by an authorized representative. Rights and remedies are cumulative unless expressly stated otherwise.

20.6 Force Majeure

No Protected Party is liable for delay or failure caused by events beyond its reasonable control, including internet or telecommunications failures, cyber incidents, payment-network failures, blockchain disruptions, natural disasters, governmental action, war, civil disorder, labor disputes, epidemics, power failures or third-party service outages, except to the extent Applicable Law provides otherwise.

20.7 Notices

Notices to Members may be provided through the Platform, email, SMS, postal mail or other reasonable electronic means. Legal notices to CoopCrowd should be sent to the legal notice address or support channel published on the Platform.

20.8 Headings and Interpretation

Headings are for convenience only. “Including” means “including without limitation.” Singular terms include the plural where appropriate. References to laws include amendments and successor legislation. If these Terms are translated, the English-language version controls to the extent permitted by law in the event of inconsistency.

20.9 Electronic Acceptance

Electronic acceptance, click-through acceptance and continued use where legally sufficient have the same effect as a handwritten signature. CoopCrowd may maintain electronic records evidencing acceptance.

20.10 Survival

Provisions that by their nature should survive, including provisions concerning Contributions, no-refund obligations, SLF policy, Intellectual Property, Confidential Information, restrictive covenants, Member Content licenses, release, indemnification, limitations of liability, corporate separateness, third-party beneficiary rights, dispute resolution and enforcement remedies, survive expiration, suspension, revocation or termination.

By accepting these Terms and, where applicable, selecting the required Contribution acceptance checkbox, you specifically acknowledge and agree that:

• you understand that CoopCrowd currently has one $28 / 28-day participation level, consisting of a $25 member-to-member Contribution and a separate $3 Software Licensing Fee;
• you have read these Terms and understand that they are legally binding;
• you understand that Contributions and the SLF are separate amounts with different legal treatment;
• you understand that a Contribution is a voluntary member-to-member payment for the benefit of the designated beneficiary Member and is not payment to CoopCrowd for software, membership or Platform access;
• you understand that, to the fullest extent permitted by Applicable Law, after the acceptance required by Section 5.4, a Contribution becomes final, irrevocable, non-cancellable and non-refundable when you submit or authorize that individual Contribution or when an automatic-renewal Contribution is submitted for processing under Section 5.6;
• you understand that automatic renewals require separate express authorization, may use only the authorized payment source, and may be cancelled for future payments as stated in Section 5.6;
• you understand that an eligible SLF refund may be requested only within the seven-day period stated in Section 5, subject to mandatory Applicable Law;
• you understand that neither CoopCrowd nor another Protected Party is contractually required to fund, reverse, retrieve, replace, reimburse or guarantee a Member Contribution from its own money except where Applicable Law requires otherwise;
• you understand that Back Office transaction information is provided for transparency and recordkeeping and does not make CoopCrowd the owner, trustee, custodian, escrow holder, fiduciary or beneficial owner of a Contribution;
• you understand that the foregoing acknowledgement is subject to the disclosed Corporate Position exception in Section 11.4 and the corresponding provisions of Sections 3.1, 3.2 and 5.3;
• you receive only a limited, revocable license to use the Services and applicable Intellectual Property;
• the Protected Parties retain the Intellectual Property, Confidential Information, trade-secret and enforcement rights described in these Terms;
• Intellectual Property misuse, confidentiality breaches, prohibited cross-recruiting, diversion, circumvention or other violations may result in immediate suspension, restriction or termination and other lawful remedies;
• CoopCrowd may suspend, restrict, revoke or terminate membership and Platform privileges for any lawful reason or no stated reason to the fullest extent permitted by Applicable Law;
• you understand that an available Position may be administered or reassigned to an eligible Member, approved business entity or disclosed Corporate Position under Section 11.4, subject to its safeguards for accrued rights, funds, records, notice and Applicable Law;
• you are contracting with the Operator identified in Section 1.1 and not its founders, shareholders, directors, officers, owners, managers, employees, contractors, consultants, agents or representatives in their personal capacities, subject to non-waivable law;
• no financial result, Contribution, cycle, income, profit or recovery of Contributions is guaranteed;
• you are responsible for your own tax, legal and financial obligations arising from participation; and
• you have had the opportunity to obtain independent legal, tax or other professional advice before participating.

Questions concerning these Terms may be submitted through the official CoopCrowd support channel or legal notice contact published on the Platform.