Last modified: July 30, 2015
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PLEASE READ THESE TERMS OF USE CAREFULLY – BY ACCESSING AND USING THIS WEBSITE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY, YOU MUST NOT USE THIS WEBSITE OR THE SERVICES PROVIDED ON IT.

STREETSHARES, INC. TERMS OF USE

Welcome to StreetShares, a members-only online social-lending marketplace where small businesses receive business loans from qualified Mainstreet lenders and find tools and resources to help run their small businesses.

The StreetShares platform and StreetShares.com (collectively, “the Service”) are operated by StreetShares, Inc., a Delaware Corporation, and used along with any subsidiaries, including StreetShares Lending Company, LLC (collectively “StreetShares” “we,” “us,” or “our”). Loans are issued by StreetShares Lending Company, LLC. By accessing or using our web site StreetShares.com, including any subdomain thereof (the “Site”), you (the “User”) signify that you have read, understand, and agree to be bound by these terms of use (“Terms of Use”), regardless of whether you are a registered member of the Service.

There are two types of StreetShares members (“Members”): Business borrowers (“Business Borrowers,” “Borrowers,” or “Business Borrower Members”) and Investors (“Investors” or “Investor Members”). Business Borrowers are represented on the Site by individuals who act as authorized agents of the Business Borrowers on the Site (“Business Borrower Representatives”). In addition to these Terms of Use, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or by others. If there is any contradiction between these Terms of Use and another agreement you enter into that applies to specific aspects of the Service, the specific agreement shall take precedence over this general agreement in relation to the specific aspects of the Service to which it applies. As used herein, “User” means anyone who accesses and/or uses the Site, including Business Borrower Members, Business Borrower Representatives, Investor Members, and non-Member visitors.

CHANGES TO THESE TERMS OF USE

StreetShares reserves the right to modify the terms of this Agreement at any time. If we modify these terms, we will send or post notice of such changes by email or via the StreetShares platform. We will also revise the “Updated” date at the bottom of each page of the Agreement. You understand and agree that your membership is an ongoing relationship of indefinite length, that the terms of this Agreement are subject to change, and that your future membership relationship may be governed by new terms. By continuing to access your membership account on the Site after we have provided notice of a modification, you are indicating that you agree to be bound by the modified terms.

INVESTOR MEMBERS: SECURITIES MATTERS

Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.

ELIGIBILITY

This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of, or access to, the Site by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of these Terms of Use.

If you violate any of these Terms of Use, or otherwise violate an agreement between you and us, StreetShares may terminate your membership, delete your profile and any content or information that you have posted on the Site, and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect, or feature of the Service or the Site), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18.

AUTHORIZED BUSINESS BORROWER REPRESENTATIVE

If you enter the Site as a Business Borrower Representative, create a Business Borrower profile, establish a Business Borrower Loan Request (“Loan Request”), or hold yourself out as a representative or agent of a current or prospective Business Borrower, you represent and certify that you are authorized to act on behalf of the Business Borrower with full authority to represent the Business Borrower and form binding legal commitments on behalf of the Business Borrower, to include the authority to enter into legally binding debt agreements.

REGISTRATION DATA; ACCOUNT SECURITY

In consideration of your use of the Site, you agree to (a) provide accurate, current, and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to StreetShares, to keep it accurate, current, and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE

With the exception of Loan Request “pitch” information belonging to Borrower Members, all content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of StreetShares with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Site Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of StreetShares, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

RESTRICTIONS ON DATA COLLECTION/TERMINATION

Without our prior written consent, you may not:

  • use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts, or other automatic devices or programs),
  • frame the Site, utilize framing techniques to enclose any Site Content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages,
  • engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining content or other information, or
  • use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site, or interfere with any other party’s use and enjoyment of this Site.

We may terminate, disable, or limit your access to, or use of, this Site and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms of Use.

TRADEMARKS

StreetShares’ Site graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks or trade dress of StreetShares in the U.S. and/or other countries, or otherwise used with permission by StreetShares. The StreetShares trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of StreetShares.

USER REPRESENTATIONS

You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Site or for any other purpose.

You further agree that you may not use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Site. In addition, you agree not to use the Service or the Site to:

  • upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable,
  • register for more than one Member account, register for a Member account on behalf of an individual other than yourself (other than a Business Borrower Representative representing an existing or prospective Business Borrower),
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity,
  • upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation,
  • upload, post, transmit, share, store, or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, telephone numbers, email addresses, Social Security Numbers, and credit card numbers, unless you are the authorized Representative of a Business Borrower sharing applicable Business Borrower information or are sharing applicable information about yourself as a prospective Investor Member,
  • solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes,
  • upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment,
  • intimidate or harass another User,
  • upload, post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law,
  • use or attempt to use another’s account, service or system without authorization, or create a false identity on the Service or the Site,
  • upload, post, transmit, share, store, or otherwise make available content that, in the sole judgment of StreetShares, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose StreetShares or its Users to any harm or liability of any type.

USER CONTENT POSTED ON THE SITE

You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide, or display (hereinafter, “Post”) on or through the Service or the Site, or transmit to or share with other Users (collectively, the “User Content”).

It is against the Terms of Use for Members to contact other Members outside of the StreetShares Site for any purpose related to the activities of the Site. Violation of this prohibition may result in termination of your StreetShares’ membership.

You understand and agree that StreetShares may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of StreetShares violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant to StreetShares, an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.

Investor Members may review personal information posted by Business Borrowers, Business Borrower Representatives, and Business Borrower owners on the Site, but are not authorized to disclose or otherwise use such information for any purpose other than to makes their own decisions about whether and how to place a bid in support of a loan to that Business Borrower.

COPYRIGHT COMPLAINTS

If you believe that any material on the Site infringes upon any copyright that you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:

Attention: Legal Department
StreetShares, Inc.
1900 Campus Commons Drive, Suite 200, Reston, VA 20191

Telephone: 1.800.560.1435 or 571.325.2966

E-Mail: support@StreetShares.com

To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed,
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site,
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material,
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted,
  • A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

REPEAT INFRINGER POLICY

In accordance with the DMCA and other applicable law, StreetShares has adopted a policy of terminating, in appropriate circumstances and at StreetShares’ sole discretion, the membership or access to the Site of Users who are deemed to be repeat infringers. StreetShares may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

LINKS TO OTHER WEB SITES AND CONTENT

The Site contains (or you may be sent through the Site or the Services) links to other web sites (“Third-Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software, and other content belonging to or originating from third parties (the “Third-Party Content”). Such Third-Party Sites and Third-Party Content are not investigated, monitored, or checked for accuracy by StreetShares, appropriateness, or completeness by us, and we are not responsible for any Third-Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, or policies of or contained in the Third-Party Sites or the Third-Party Content. Inclusion of or linking to any Third-Party Site or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Sites, you do so at your own risk, and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the StreetShares Site.

CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES

Because StreetShares operates only on the Internet, you must consent to transact business with us online and electronically. We also need your consent to our providing you with certain disclosures electronically, either via our Site or to the email address you provide.

BY AGREEING TO THE TERMS OF USE, YOU AGREE TO RECEIVE ELECTRONICALLY ALL DOCUMENTS, COMMUNICATIONS, NOTICES, CONTRACTS, AND AGREEMENTS, INCLUDING ANY IRS FORMS, ARISING FROM OR RELATING TO ANY LOANS YOU MAY REQUEST OR RECEIVE, YOUR REGISTRATION AS A BUSINESS BORROWER MEMBER, BUSINESS BORROWER REPRESENTATIVE, OR INVESTOR MEMBER ON OUR SITE, ANY LOANS YOU MAY FUND, YOUR USE OF THIS SERVICE, THE SERVICING OF YOUR LOAN, IF FUNDED AS EITHER A BUSINESS BORROWER OR INVESTOR MEMBER OF STREETSHARES (EACH, A “DISCLOSURE”), FROM US.

An IRS Form 1099 refers to any Form 1099 or other Form, Schedule, or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form 1099”). The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.

ELECTRONIC COMMUNICATIONS

Any Disclosures will be provided to you electronically through StreetShares.com, either on our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. If you do not consent to receive an IRS Form 1099 electronically when you agree to these Terms of Use or subsequently revoke such consent, a paper copy of any IRS Form 1099 required to be delivered to you after the effective time of your failure to consent or revocation of consent will be sent to you at the latest mailing address you have provided at no cost. However, a fee may be charged for any additional or replacement copies of such IRS Form 1099. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.

SCOPE OF CONSENT

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

HARDWARE AND SOFTWARE REQUIREMENTS

Before you decide to do business electronically with StreetShares, you should consider whether you have the required hardware and software capabilities described below. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet, printing, and saving such information; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.

TCPA CONSENT

BY SIGNING THESE TERMS OF USE, YOU EXPRESSLY CONSENT TO RECEIVING CALLS AND MESSAGES, INCLUDING AUTO-DIALED AND PRE-RECORDED MESSAGE CALLS, AND SMS MESSAGES (INCLUDING TEXT MESSAGES) FROM US, OUR AFFILIATES, MARKETING PARTNERS, AGENTS, AND OTHERS CALLING AT THEIR REQUEST OR ON THEIR BEHALF. YOU EXPRESSLY CONSENT TO BEING CONTACTED AT THE SPECIFIC TELEPHONE NUMBERS THAT YOU PROVIDE TO US DURING MEMBER ONBOARDING OR MAY PROVIDE TO US IN THE FUTURE (INCLUDING ANY CELLULAR TELEPHONE NUMBERS). YOUR CELLULAR OR MOBILE TELEPHONE PROVIDER WILL CHARGE YOU ACCORDING TO THE TYPE OF PLAN YOU CARRY. UNLIKE OTHER PROVISIONS IN THESE TERMS OF USE, YOU ARE NOT REQUIRED TO PROVIDE THE CONSENT REQUESTED IN THIS PARAGRAPH AS A CONDITION OF USING THE SERVICE, AND YOU MAY OPT OUT OF THIS PROVISION BY CHECKING THE OPT-OUT OPTIONS WITHIN THE SITE OR BY CONTACTING US AT SUPPORT@STREETSHARES.COM.

ADDITIONAL MOBILE TECHNOLOGY REQUIREMENTS

If you are accessing our Site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access our Site through a device that provides these capabilities, as it is important that you are able to print and save these Disclosures for your records.

WITHDRAWING CONSENT

You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. However, if you are a Borrower Member and you withdraw your consent, you will not be able to post Loan Requests on our Site. If you have a pending Loan Request on our Site, we will terminate it and remove it from our system. If you have already received a loan, all previously agreed-to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration.

If you are an approved Investor Member on the Site and you withdraw your consent to receive Disclosures electronically, you may continue to contribute funds to meet Loan Requests on the Site. If you have already purchased one or more loans, all previously agreed-to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration.

If you withdraw your consent to receive IRS Forms 1099 electronically, we will confirm your withdrawal and its effective date in writing by email. Such withdrawal will take effect for the calendar year in which it is made so long as such withdrawal is made before November 1 of such calendar year.

HOW TO CONTACT US REGARDING ELECTRONIC DISCLOSURES

You can contact us (Attn: Legal Department) via email at support@StreetShares.com or by calling us at 1.800.560.1435. You may also reach us in writing at StreetShares, Inc., 1900 Campus Commons Drive, Suite 200, Reston, VA 20191.

You agree to keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to support@StreetShares.com or calling 1.800.560.1435. You also agree to update your registered residence address and telephone number on the Site if they change.

You will print a copy of this Agreement for your records, and you agree and acknowledge that you can access, receive, and retain all Disclosures electronically sent via email or posted on the Site.

USER CONTACT OUTSIDE OF THE SITE

You are solely responsible for your interactions with other Users both within the Site and outside of this Site. As stated above, it is prohibited for Users to contact each other outside of the Site for purpose related to the funding activities on the Site. Consistent with this prohibition, StreetShares expressly disclaims any responsibility for interactions between StreetShares members outside of the Site. We reserve the right, but have no obligation, to monitor interactions on the Site between you and other Users, as well as any disputes between you and other Users.

PRIVACY

Please review the Site’s Privacy Policy. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States in accordance with that Policy.

DISCLAIMERS

StreetShares does not guarantee the accuracy of any User Content or Third-Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter on the Site or in connection with any User Generated Content or Third-Party Content. StreetShares is not responsible for the conduct, whether online or offline, of any User of the Site or Service. StreetShares cannot guarantee and does not promise any specific results from use of the Site and/or the Service, including any particular rates of return for Investor Members or the funding of or particular interest rates for loans requested by Business Borrower Members.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. StreetShares assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, User communications. StreetShares is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will StreetShares be responsible for any harm or loss, resulting from anyone’s use of the Site or the Service, any User Content or Third-Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline. StreetShares reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by StreetShares.

LIMITATION ON LIABILITY

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, “INVESTOR MEMBERS: SECURITIES MATTERS,” YOU ACKNOWLEDGE AND AGREE THAT, IN NO EVENT WILL STREETSHARES OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF STREETSHARES IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED “INVESTOR MEMBERS: SECURITIES MATTERS,” TO THE EXTENT PERMITTED BY APPLICABLE LAW STREETSHARES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO STREETSHARES FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED “INVESTOR MEMBERS: SECURITIES MATTERS,” WILL STREETSHARES’ LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO STREETSHARES FOR THE SERVICE, YOU AGREE TO BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND YOU AGREE THAT YOU WILL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM STREETSHARES, REGARDLESS OF THE CAUSE OF ACTION. IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE PARAGRAPH TITLED “INVESTOR MEMBERS: SECURITIES MATTERS,” CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

GOVERNING LAW; VENUE AND JURISDICTION

By visiting or using the Site and/or the Service, you agree that the laws of the Commonwealth of Virginia, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Use. If your business obtains a loan, the terms of the loan will be governed by the lending laws of the Commonwealth of Virginia to the extent not preempted, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.

NOTICE OF DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION/CLASS ARBITRATION WAIVER.

a. IMPORTANT: PLEASE READ CAREFULLY. THE FOLLOWING PROVISION (“ARBITRATION PROVISION”) CONSTITUTES A BINDING AGREEMENT THAT LIMITS CERTAIN RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION OR AS A MEMBER OF A CLASS. THAT MEANS THAT, IN THE EVENT THAT YOU HAVE A COMPLAINT AGAINST STREETSHARES THAT THE STREETSHARES CUSTOMER SERVICE DEPARTMENT IS UNABLE TO RESOLVE TO YOUR SATISFACTION, YOU AND STREETSHARES AGREE TO RESOLVE YOUR DISPUTE THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF THROUGH COURTS OF GENERAL JURISDICTION OR THROUGH A CLASS ACTION. BY ENTERING INTO THIS AGREEMENT, YOU AND STREETSHARES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION, EXCEPT IN CASES THAT INVOLVE PERSONAL INJURY.

b. “Claim” shall mean any dispute or controversy arising out of or relating to this Agreement, your use of the StreetShares site, and/or the transactions, activities, or relationships that involve, lead to, or result from any of the foregoing, (except for cases pending in Small Claims Court as provided in Section (h) of this Arbitration Provision, or claims for personal injury). Claims include, but not limited to breach of contract, fraud, misrepresentation, express or implied warranty, and equitable, injunctive, or declaratory relief, as well as claims relating to loan servicing, credit/collections, and securities matters, regardless of the originating source (common law, statute, constitution, regulation, etc.). Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise and include those brought by or against your assigns, heirs, or beneficiaries.

c. Either party to this Agreement has the right to require binding arbitration as the sole and exclusive forum and remedy for resolution of a claim between you and StreetShares. The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”). The procedure shall be governed by the AAA Commercial Rules, and the parties stipulate that the law of the Commonwealth of Virginia applies, without regard to conflict-of-law principles. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to controlling law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. Arbitration shall take place in Arlington, Virginia, within the U.S. Eastern District of Virginia, or in such location as agreed upon by the parties.

d. Absent agreement among the parties, the presiding arbitrator shall determine how to allocate the fees and costs of arbitration among the parties according to the administrator’s rules or in accordance with controlling law if contrary to those rules. Each party shall bear the expense of that party’s attorneys, experts, and witnesses, regardless of which party prevails in the arbitration, unless controlling law provides a right for the prevailing party to recover fees and costs from the other party. Notwithstanding the foregoing, if the arbitrator determines that your claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), we shall not be required to pay any fees or costs of the arbitration proceeding, and any previously paid fees or costs shall be reimbursed by you.

e. If the amount in controversy exceeds $50,000, any party may appeal the arbitrator’s award to a three-arbitrator panel within 30 days of the final award. Additionally, in the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The three-arbitrator panel may consider all of the evidence and issue anew award, and the panel does not have to adopt or give any weight to the first arbitrator’s findings of fact or conclusion. This is called “de novo” review. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (FAA), and may be entered as a judgment in any court of competent jurisdiction.

f. The parties agree that this Arbitration Provision is made pursuant to a transaction between you and StreetShares that involves and affects interstate commerce and therefore shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by the law of the Commonwealth of Virginia, subject to the limitations set forth in this Agreement. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The parties also agree that the proceedings shall be confidential to protect intellectual property rights.

g. IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING AN ARBITRATION OPT-OUT NOTICE TO STREETSHARES, INC., 1900 CAMPUS COMMONS DRIVE, SUITE 200, RESTON, VA 20191, THAT IS RECEIVED AT THIS ADDRESS WITHIN 30 DAYS OF YOUR FIRST ELECTRONIC ACEPTANCE OF THIS FORM. YOUR OPT-OUT NOTICE MUST CLEARLY STATE THAT YOU ARE REJECTING ARBITRATION; IDENTIFY THE AGREEMENT TO WHICH IT APPLIES BY DATE; PROVIDE YOUR NAME, ADDRESS, AND SOCIAL SECURITY NUMBER; AND BE SIGNED BY YOU. YOUR MAY CONVEY THE OPT-OUT NOTICE BY U.S. MAIL OR ANY PRIVATE MAIL CARRIER (E.G. FEDERAL EXPRESS, UNITED PARCEL SERVICE, DHL EXPRESS, ETC.), SO LONG AS IT IS RECEIVED AT THE ABOVE MAILING ADDRESS WITHIN 30 DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF THE NOTICE IS SENT BY A THIRD PARTY, SUCH THIRD PARTY MUST INCLUDE EVIDENCE OF HIS OR HER LEGAL AUTHORITY TO SUBMIT THE OPT-OUT NOTICE ON YOUR BEHALF. IF YOUR OPT-OUT NOTICE IS NOT RECEIVED WITHIN 30 DAYS, YOU WILL BE DEEMED TO HAVE ACCEPTED ALL TERMS OF THIS ARBITRATION AGREEMENT.

h. StreetShares agrees not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons participated in the same loan request or bid transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named parties, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section (h) and any attempt to do so, whether by rule, policy, arbitration decision, or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section (h) shall be determined exclusively by a court and not by the administrator or any arbitrator.

i. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or Note or any other promissory note(s) which you owe, or any amounts owed on such loans or notes, to any other person or entity. If any portion of this Arbitration Provision other than the prohibitions on class arbitration in Sections (a) and (h) herein is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the other provisions of this Arbitration Provision or this Agreement; if the prohibition on class arbitration is deemed invalid, however, then this entire Arbitration Agreement shall be null and void.

j. THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE CORRESPONDING MEMBER LOAN, OR ANY OTHER AGREEMENTS RELATED THERETO.

INDEMNITY

You agree to indemnify and hold StreetShares, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your User Content, any third-party content you post or share on or through the Site, your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of these Terms of Use or of any law or the rights of any third party.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Site or the Service (“Submissions”) provided by you to StreetShares are non-confidential and shall become the sole property of StreetShares. StreetShares shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

NON-WAIVER

The failure of StreetShares to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance.

SEVERABILITY

If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.