Last modified: July 30, 2015
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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.
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.
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.
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.
Without our prior written consent, you may not:
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.
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:
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”).
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.
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
1900 Campus Commons Drive, Suite 200, Reston, VA 20191
To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.