Summary of Service
This is an electronic platform where business owners can seek to borrow money from investors, and where investors can browse opportunities to make loans to businesses. Registered users can also participate in blogs and chat rooms, read educational materials, and take advantage of other features that we might add from time to time. Educational Materials To learn more about who we are, what we do, and how we do it, please read our Educational Materials.
Acceptance of Terms;
To use the Site you must be at least 18 years old and of legal age in your jurisdiction to form a binding contract. If you are not, you must stop using the Site. We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
You may browse the Site without registering, but as a condition of using certain aspects of the Service, including the ability to make investments in Issuers, you may be required to register with the Company and select a screen name (“User ID”) and password. You shall not use as a User ID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene.
The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID. You are solely responsible for the activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as "you" for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breaches.
Accuracy of Information
You promise that all of the information you provide to us, at the Site or otherwise, will be true and accurate in all respects. If you learn that any of the information you have given to us is incorrect or inaccurate, you will notify us immediately.
You consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. The Company may provide the electronic notices by posting them on the Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services. Use of Site You will use the Site only for the purpose for which it was intended, i.e., to provide the Service. You will not use the Site for any other purpose, whether personal or commercial. The Service is provided only for your own personal, non-commercial use, except as otherwise provided. You are responsible for all of your activity in connection with the Service.
Code of Conduct
You will not: Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable. Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent. Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing. Post Content that is false, misleading, or inaccurate. Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. Use the Service to artificially generate traffic or page links. Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence. Use the Site in a manner that could disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site, such as through sending "spam" email. Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means, we have not intentionally made available to you through the Site. Use the Site to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose. Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site. You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
Our Obligation to Enforce Code of Conduct
We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Site for violations and are not liable for any harm or damages caused to Users by another User’s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us. Our Right to Monitor We may monitor your use of the Site, including email, and other Content you transmit through the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private.
Our Right to Terminate
The Role of the Company
If you are an Investor, you understand that the Company is a “funding portal” as described in section 3(a)(80) of the Securities Exchange Act of 1934 and section 4A(a)(1)(B) of the Securities Act of 1933. This means, among other things, that: You cannot purchase securities of the Company on the Site, and you will not acquire any ownership interest in the Company by investing in an Issuer.
The Company does not make any promises, representations, or recommendations about any of the Issuers. You have to decide whether to invest in Issuers on your own, based on information from the Issuers themselves. All of the information about Issuers that you see on the Site has been provided by the Issuers themselves, not by the Company.
The Company does not provide and is not responsible for any of the information about Issuers posted on the Site. Any contract you enter into with an Issuer is solely between you and the Issuer and does not involve the Company.
The Company does not guaranty that any Issuer will satisfy is contractual obligations to you. The Company is not making any guarantees to you. If you lose all or part of your investment, you will not have a right to recover from the Company, except to the extent the Company is determined to be liable for your loss under Federal securities laws. Although the Company performs certain background checks on Issuers, and Issuers provide certain information about themselves on the Site, it is possible that (i) Issuers will be non-viable or even fraudulent, or (ii) Issuers will fail to provide all material information about themselves. We strongly suggest that before making any investment, your conduct your own investigation, together with professional advisors.
If you are an Investor, you understand that: Our Site offers Investors the opportunity to invest in businesses. However, we do not make recommendations whether a particular opportunity is appropriate for a particular Investor. We are not investment advisers. Investors must make their own investment decisions, either alone or with their personal advisors. Investing in loans to small businesses is risky and unpredictable. You should invest in opportunities listed at the Site only if you can afford to lose your investment. Everything you see about any investment opportunity on the Site is qualified in its entirety by the offering documents for that opportunity. Neither the SEC, FINRA, nor any state agency has reviewed the investment opportunities listed on the Site.
Our Right to Conduct Background Checks
By subscribing for any investment opportunity listed on the Site, you give us permission to conduct background checks on you – for example, credit checks, checks to ensure compliance with anti-terrorism and anti-money laundering laws, and other background checks we believe are necessary to comply with law or protect our interests or the interests of other Users.
Tracking Visits and Use
Ownership of Intellectual Property
The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress. You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms and Conditions. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way. In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.
Your Duty of Confidentiality
The term “Confidential Information” means information (i) that is designated as “Confidential” or "Proprietary" at the time of disclosure or within a reasonable period thereafter, (ii) that is only available to Users who have registered at the Site, or (iii) a reasonable person would understand to be Confidential. Confidential Information includes: Our business policies and practices, strategic plans, pricing, financial information and projections, marketing information and strategies; The names of Users of the Site; Information relating to projects listed on the Site, including but not limited to financial projections, project details, and the names of project sponsors, borrowers, and investors; and Information received from third parties that we are obligated to treat as confidential. You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as contemplated by the Site. You will use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans. Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process (for example, by a subpoena), provided that you promptly notify us in advance so we can seek a protective order or other relief.
Your Duty of Non-Solicitation
During the period that begins on the first date you use the Site and ends two years after the last time you browse or use the Site: You will not contact any Issuer that you first learned of on the Site for any purpose other than to invest in the Issuer through the Site. For example, you will not contact an Issuer to learn about other offerings or to suggest that the Issuer seek capital elsewhere. You will not contact any employees of the Company or its affiliates in an effort to hire them yourself, or to persuade them to work for someone else or to terminate their employment by the Company. You will not contact any other Users in an effort to persuade them to use any competitive site, or to invest in any Issuers other than those listed on the Site, or to stop using the Site.
Third-Party Sites To use the Services, you may be required to visit other websites. In addition, the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource, or for any breaches of your personal information that occur through such third-party websites. We utilize third-party service providers to offer banking services and products. Copyright Notifications The Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company's copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed; A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material; Your address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe that your work has been removed or disabled by mistake or misidentification, please notify the Company’s copyright agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information): A physical or electronic signature of the user of the Services; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and The subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person. Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability. If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Without limiting the preceding paragraph, the Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
Electronic Communications Privacy Act Notice (18 USC §2701-2711):
THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service. Similarly, we also expressly disclaim any and all warranties on behalf of our third-party suppliers and service providers. Data Breaches Although we will try to protect the privacy of the information you provide to us, we cannot guaranty that our systems will not be breached, just as the systems of large retailers, banks, and even governmental agencies have been breached. In addition, to when you use our Services you might be required or permitted to visit other websites. We take no responsibility for the security of their systems. See “THIRD PARTY SITES” above.
Limitations of Liability
IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE NOT INTENDED TO LIMIT THE LIABILITY OF ANY PERSON UNDER THE FEDERAL SECURITIES LAWS.