EFUNDING FORUM TERMS OF SERVICE
Effective Date: May 12, 2014
THIS TERMS OF SERVICE DOCUMENT IS A LEGAL AGREEMENT (“Agreement”) BETWEEN YOU (“You”) AND EFUNDING FORUM. IF YOU ARE ACTING ON BEHALF OF A BUSINESS OR OTHER ORGANIZATION AS AN EMPLOYEE OR AGENT, THE WORD “YOU” REFERS COLLECTIVELY TO YOU, THE INDIVIDUAL AGREEING TO THIS AGREEMENT, AND THE BUSINESS OR ORGANIZATION FOR WHICH YOU ARE ACTING AS AN EMPLOYEE OR AGENT, AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH BUSINESS OR ORGANIZATION.
THE AGREEMENT COVERS THE TERMS AND CONDITIONS UNDER WHICH YOU USE THE EFUNDING FORUM WEBSITE (the “Site”) AND/OR THE EFUNDING FORUM SERVICE (the “Service”). CAREFULLY READ ALL OF THE AGREEMENT’S TERMS AND CONDITIONS BEFORE ENROLLING AS A REGISTERED USER OF THE SERVICE AND/OR VIEWING THE SITE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SITE OR THE SERVICE. BY CHECKING THE BOX NEXT TO “I Agree” WHEN REGISTERING FOR THE SERVICE AND/OR USING THE SITE, YOU ARE DEEMED TO HAVE AGREED TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS AS ENFORCEABLE TO THE SAME EXTENT AS ANY WRITTEN AGREEMENT ON PAPER SIGNED BY YOU.
1. Dispute Resolution. ANY CONTROVERSIES, DISPUTES, AND CLAIMS (collectively, “Claims”) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, AND/OR THE SERVICE SHALL BE SETTLED BY BINDING ARBITRATION, WHICH SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR ADJUDICATING ANY SUCH CLAIMS. Arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California U.S.A. The language of the arbitration shall be English. Nothing in this Agreement shall be construed to preclude EFunding Forum from seeking injunctive relief, damages, or other relief based on a breach of Section 14, or an infringement of EFunding Forum’s Intellectual Property Rights (defined below) in and to the Licensed Materials (defined below). The parties irrevocably consent to the jurisdiction of the federal and state courts located in Los Angeles, California for the purpose of resolving any action at law or in equity not subject to arbitration arising out of or relating to this Agreement, or brought by EFunding Forum arising out of or relating to such Intellectual Property Rights or a breach of Section 14. To the maximum extent permitted by applicable law, no arbitration or claim under this Agreement by a User (defined below) shall be joined with any other arbitration or claim, including that of another User, and no class arbitration proceedings shall occur, and You waive any rights to class arbitration. You must bring any claim, action, or proceeding against EFunding Forum no later than two (2) years after the claim or cause of action arose.
2. The EFunding Forum Service.
a. EFunding Forum Service is a web-based social network, permitting investors and fund seekers to create online profiles, search for investors or fund seekers based on information in their profiles, share information in user forums, and communicate with each other.
b. EFunding Forum offers Free, Basic, and Premium levels of service, described here: http://efundingforum.com/membership-account/membership-levels/
c. The Service also permits service providers to advertise their services to investors and fund seekers.
d. In providing the above service, the Service serves as a resource for investors, fund seekers, and service providers. While EFunding Forum provides the Service to facilitate funding transactions, EFunding Forum does not review, document, or arrange for the closing of funding transactions.
3. EFunding Forum’s Disclaimers.
a. EFUNDING FORUM IS NOT A BROKER, DEALER, OR INVESTMENT ADVISOR. IT PROVIDES NO PROFESSIONAL ADVICE TO USERS, INCLUDING BUT NOT LIMITED TO LEGAL ADVICE, TAX ADVICE, BUSINESS ADVICE, OR INVESTMENT ADVICE. THERE IS NO FIDUCIARY RELATIONSHIP BETWEEN EFUNDING FORUM AND YOU. EFUNDING FORUM DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES. USERS ARE RESPONSIBLE FOR OBTAINING THEIR OWN PROFESSIONAL ADVICE FROM QUALIFIED PROFESSIONALS AND FOR CONDUCTING THEIR OWN DUE DILIGENCE CONCERNING FUND SEEKERS, AND EFUNDING FORUM DISCLAIMS ALL SUCH RESPONSIBILITY.
b. NOTHING ON THE SITE OR THE SERVICE SHALL BE CONSIDERED SALE OR AN OFFER TO SELL OR BUY SECURITIES.
c. YOU ACKNOWLEDGE THAT THE FUND-SEEKING COMPANIES WITH PROFILES ON THE SITE ARE EARLY-STAGE COMPANIES AND MAY HAVE UNPROVEN PRODUCTS OR SERVICES WITHOUT A MARKET TRACK RECORD. INVESTORS SEEKING TO INVEST IN SUCH COMPANIES MUST HAVE A HIGH TOLERANCE FOR RISK, MUST BEAR THE RISK THAT A PUBLIC MARKET MAY NOT EXIST FOR ANY SECURITIES AT THE TIME THEY WISH TO SELL SUCH SECURITIES, MUST NOT HAVE A NEED FOR THE LIQUIDITY OF FUNDS INVESTED, AND MUST BE PREPARED TO HOLD SUCH SECURITIES FOR A LONG PERIOD OF TIME. INVESTORS ARE CAUTIONED THAT THEIR TOLERANCE FOR RISK MUST INCLUDE THE POSSIBILITY THAT THEY MAY LOSE ALL THE FUNDS INVESTED IN SUCH SECURITIES.
d. THIS AGREEMENT AND THE SERVICE ARE SUBJECT TO APPLICABLE LAW. MEMBERSHIP IS VOID WHERE PROHIBITED. YOU SHALL NOT USE THE SITE OR SERVICE TO THE EXTENT THEY, OR ANY PORTION OF OR ACTIVITIES ON THE SITE OR SERVICE ARE PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION.
e. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR OWN SOLE RISK, AND EFUNDING FORUM DOES NOT WARRANT OR GUARANTEE THAT YOUR BUSINESS WILL OBTAIN FUNDING, THE SUCCESS OF ANY BUSINESS WHOSE PROFILE APPEARS ON THE SITE, OR THE OUTCOME OF ANY INVESTMENT. EFUNDING FORUM IS NOT RESPONSIBLE FOR ANY MISREPRESENATIONS OF ANY USERS OR OTHER DAMAGES CAUSED BY USERS OR THEIR BUSINESSES, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE. EFUNDING FORUM SHALL NOT BE LIABLE TO ANY PARTY ARISING OUT OF YOUR OR ANOTHER PARTY’S ACTS OR OMISSIONS IN RELIANCE ON THE INFORMATION ON THE SITE OR THE SERVICE.
f. NOTHING IN THE SITE OR SERVICE SHALL CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF PARTICULAR BUSINESSES, SERVICE, OR INVESTMENTS, INCLUDING WITHOUT LIMITATION THOSE RECOMMENDED BY USERS ON THE SITE.
g. EFUNDING FORUM IS NOT RESPONSIBLE FOR THE MISAPPROPRIATION OF TRADE SECRETS OR VIOLATIONS OF ANY CONFIDENTIALITY AGREEMENTS IN CONNECTION WITH INFORMATION YOU PROVIDE TO ANOTHER USER, AND EFUNDING FORUM DISCLAIMS ANY SUCH RESPONSIBILITY.
h. EFUNDING FORUM DOES NOT ACT AS AN AGENT OR PRINCIPAL OF ANY PARTY IN CONNECTION WITH A FUNDING NEGOTIATION OR TRANSACTION. ALL PARTIES ARE RESPONSIBLE FOR THEIR OWN NEGOTIATIONS AND TRANSACTIONS.
i. EFUNDING FORUM MAKES NO WARRANTY THAT THE INFORMATION PROVIDED BY USERS ON THE SITE IS ACCURATE, CURRENT, COMPLETE, TIMELY, OR APPLICABLE TO YOUR PARTICULAR BUSINESS GOALS OR NEEDS. USERS ARE SOLELY LIABLE FOR ANY LIABILITY OR EXPENSE ARISING OUT OF THEIR FAILURE TO PROVIDE ACCURATE, CURRENT, COMPLETE, OR TIMELY INFORMATION.
4. Registration and Qualifications for the Service. You must register with the Site and provide certain information as a condition of EFunding Forum providing the Service to You. EFunding Forum shall be entitled to add, discontinue, or change portions of the Service, without liability to You or any third party, provided that the terms of any modifications shall be set forth in an amended version of this Agreement under Section 21. You must be at least 18 years old to register for the Service. If You register for Membership, You represent and warrant that You are at least age eighteen. You represent and warrant that all of the information in Your registration is accurate, current, and complete.
6. Members and Users.
a. “Member” means a person that registers for the Service. “Membership” means the status of being a Member.
b. “Visitor” means a person viewing the Site with a computer or other Internet-enabled device, who is not also a Member.
c. “User” means a Member or a Visitor.
7. Eligibility for Membership and Use of the Site. You will not be allowed to become a Member if You are under the age of eighteen. If You are under the age of eighteen, You are not authorized to register to become a Member.
8. License. “Site Content” means EFunding Forum-provided text, images, graphics, video, sounds, music, links, their selection and arrangement, and their look and feel on the Service and/or Site. If You are a Visitor or Member, EFunding Forum hereby grants You a limited non-exclusive, non-transferable license: (a) to use and view the Site and Site Content or (b) to download or print portions of the Site or Site Content (while maintaining and not removing or altering any notices of copyright, trademark or service mark rights or other proprietary notices).
9. Restrictions on License and Confidentiality. The Site and the Site Content are, collectively, the “Licensed Material.” You shall not use or copy the Licensed Materials for purposes other than those permitted in Section 2 or 8. You shall not sell, rent, lease, sublicense, or transfer the Licensed Material to others.
10. Support. Although EFunding Forum seeks to maximize the availability of the Site, You acknowledge that the Site may be unavailable if EFunding Forum or its service providers are maintaining or upgrading the Site, or if other Site outages occur. EFunding Forum cannot guarantee that the Site will be available 100% of the time. EFunding Forum will provide reasonable support for the Site and Service by email sent to support@EFundingForum.com, but has no obligation to provide any other support.
11. Your Obligations.
a. As a condition to EFunding Forum providing you with Basic Service or Premium Service, you agree to pay the membership fee corresponding to Your level of service.
b. If You are a Member, You must maintain Your password in confidence, You must maintain the security of Your password, and must not share account access with anyone else. You must also inform EFunding Forum immediately by email sent to firstname.lastname@example.org, if you have reason to believe that the security of Your password or account has been compromised. You must update Your account to provide EFunding Forum with accurate, current, and complete account information.
c. “User Content” means text (including but not limited to images, graphics, video, sound, music, links, and other information generated or placed on the Site or Service by You or someone using Your account. You hereby grant EFunding Forum a royalty-free, worldwide, non-exclusive irrevocable license to reproduce, distribute, and publicly perform and display the User Content You provide in connection with Your use of the Site or Service, and to make derivative works and compilations of such User Content for purposes of displaying it as part of the Site Content.
d. You must not generate or place any User Content on the Site or Service unless You have the rights or permissions to do so. You must not generate or place any User Content on the Site or Service that You know to be false or misleading.
e. When using the Service or Site, you must conduct Yourself at all times in a professional manner.
f. You must not:
i. Make any material misrepresentations of fact to EFunding Forum or another User of any kind, including but not limited in the User Content you post to the Site, in communications with or information provided to investors or fund seekers, or in your User profile.
ii. Obtain or attempt to obtain unauthorized access to others’ Members’ accounts or to EFunding Forum’s servers;
iii. Impersonate another User or attempt to do so;
iv. Provide User Content or engage in conduct on the Site or with the Service that is pornographic, threatening, harassing, defamatory, unlawful, fraudulent, racist, bigoted, or in violation of the Intellectual Property Rights (as defined below) of third parties;
v. Harvest or collect email or other contact information for the purpose of sending or initiating unsolicited communications, whether written, oral, or electronic;
vi. Harvest or collect Site Content for the purpose of creating a database of information or posting or publishing it elsewhere.
vii. Copy or republish the Site or Site Content to provide services.
viii. Use the Site or Service to communicate any unsolicited or unauthorized advertisements, solicitations, or mass mailing, including but not limited to, communications commonly known as spam, spim, junk mail, or chain letters;
ix. Violate or encourage the violation of any applicable law in Your Site Content or by Your conduct on the Site or with the Service;
x. Violate the privacy rights of anyone, by posting sensitive personal information of another on the Site or otherwise;
xi. Provide User Content or engage in conduct on the site or with the Service that falsely states or implies that such User Content or conduct is sponsored or endorsed by EFunding Forum or that the User is somehow sponsored, endorsed, or affiliated with EFunding Forum.
xii. Provide User Content or engage in conduct on the Site or with the Service constituting a breach of, or threat to, the security of the Site or Service, including but not limited to any electronic information containing software designed to damage or disrupt a system, such as a virus, worm, or Trojan Horse; or
xiii. Engage in conduct that EFunding Forum believes, in its sole judgment and discretion, inhibits or limits another User’s use of the Site or Service.
12. Control of the Site. EFunding Forum reserves the right to remove any User Content and to change any Site Content it believes is necessary to remove or change in the course of its administration of the Site in its sole discretion, including any User Content that violates Section 11 above.
13. Copyright Complaints. If You believe that any User Content or Site Content on the Site or Service violates Your copyright rights, please send EFunding Forum a written, signed “take down” request notice through the link for reporting copyright complaints on the Site here or by sending a notice to EFunding Forum under Section 20 below. Any such request must be in the form of a sworn statement made under penalty of perjury, and must include information sufficient to identify the work You claim to have been infringed, to provide EFunding Forum with means to communicate with You, to confirm that the use You report is unauthorized, and a statement that You are the copyright owner or acting as a duly authorized representative of the owner.
14. Intellectual Property Rights. “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect, Site Content, User Content, the Site, the Service, or other technology, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; and trademarks, service marks, trade names, product names, and brand names. You warrant and represent that any User Content generated or placed on the Site or Service by You or someone using Your account does not violate any Intellectual Property Rights of third parties. The Licensed Materials are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Materials are licensed to You, and not sold to You. Subject to the rights granted in Section 8, EFunding Forum owns all right, title, and interest in and to the Licensed Materials and any and Intellectual Property Rights in and to the Licensed Material in the Licensed Materials shall remain the sole and exclusive property of EFunding Forum and its licensors. All rights not expressly granted under Section 8 are reserved by EFunding Forum. You shall preserve and not remove any proprietary marks, legends, and copyright notices that appear in the Licensed Materials, or any portion thereof. This Agreement does not grant You any rights in connection with any trademarks or service marks of EFunding Forum.
16. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EFUNDING FORUM OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOST DATA, OR LOST SAVINGS, OR THE COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF EFUNDING FORUM OR ONE OF ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL EFUNDING FORUM’S LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, THE SITE, OR THE LICENSED MATERIAL, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EXCEED THE GREATER OF (a) $500 OR (b) THE AMOUNT OF THE FEES YOU PAID OR ARE PAYABLE HEREUNDER FOR THE PRECEDING 12-MONTH PERIOD.
17. Release. You agree to release EFunding Forum for any and all claims, demands, obligations, damages, suits, actions, liabilities, and causes of action of any kind whatsoever, for any relief whatsoever, on any basis whatsoever, whether known or not, whether asserted or not, and whether fixed or contingent (collectively, “Claims”) arising out of any acts or omissions of any User, including but not limited to Claims arising from any alleged misrepresentations, breach of duty, breach of confidentiality, trade secret misappropriation, acts, omissions, or any other damages caused by such User or the services they provide, whether under contract, tort, negligence, statute, or otherwise.
18. Indemnity. You agree to indemnify, hold harmless, and defend EFunding Forum and any parent, subsidiary, or affiliate of EFunding Forum, as well as any of its respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all claims, demands, suits, losses, damages, liability costs, actions, judgments, and expenses (including reasonable attorney’s fees) arising from or in connection with:
a. Your breach of any warranty or provision in this Agreement or any false representation;
b. Any violation of law by You, including without limitation acts or omissions constituting securities fraud, false advertising, or unfair or deceptive trade practices under applicable federal or state law;
c. Any User Content You post on or share using the Site;
d. Any and all claims by third parties against one or more Indemnified Party based on allegations
i. That You misappropriated the trade secrets or breached an obligation of confidentiality to another User.
ii. That Your User Content constitutes a misrepresentation;
iii. That Your creation or posting of any User Content constitutes illegal, fraudulent, or unfair business practice;
iv. That Your User Content infringes upon any Intellectual Property Rights; or
v. Relating to Your use of the Service or Site or Your acts or omissions during Your use of the Service or Site.
19. Term and Termination. This Agreement shall remain in effect until terminated. Members may terminate their Membership at any time by providing notice to EFunding Forum or following the instructions on the Site, although this Agreement will remain in effect to the extent that they continue to use the Site as a Visitor. In addition, EFunding Forum shall be entitled to terminate Members’ Membership at any time, for any or no reason, with our without prior notice or explanation, and without liability, and after such termination, such Members shall not attempt to access the Site or the Service. Without limiting the generality of the foregoing, EFunding Forum is entitled to terminate Your Membership if You violate any term of this Agreement, if You breach any warranty in this Agreement, or if any representation You make is false and once EFunding Forum terminates Your Membership for any of the foregoing reasons, You shall not use the Site or attempt to register again for Membership. This sentence and Sections 1, 3, 9, 11(e), 13, 14, 15, 16, 17, 18, 20, and 23 shall remain in effect even if this Agreement or Your Membership expires or is terminated for any reason.
20. Notices. All notices and communications required or permitted under this Agreement shall be in writing and sent to the following address:
1443 East Washington Blvd. #238
Pasadena, CA 91104
Notices shall be deemed to be given (a) on the third business day after mailing if mailed by certified or registered mail, postage prepaid and properly addressed, or (b) on the date of delivery shown by a delivery confirmation if sent by a nationally-known courier service.
21. Changes to the Agreement. EFunding Forum may, from time to time, make changes to this Agreement by posting a new Agreement to its website. Your continued use of the Site or Service after posting of the new Agreement constitutes Your acceptance of the changes to the Agreement. If You do not agree to changes to the Agreement, You must cancel Your registration and discontinue use of the Service and Site.
22. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any act of God, fire, casualty, flood, tsunami, earthquake, war, terrorism, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, unavailability of Internet or other telecommunications services, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused during, and the time for the performance shall be extended for, the period of delay or inability to perform due to such occurrences.
23. Miscellaneous. This Agreement shall be governed by the internal laws of the State of California, USA without giving effect to its conflicts of laws principles. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. Except as set forth in Section 21, no amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by You and an authorized representative of EFunding Forum. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. EFunding Forum may assign this Agreement any successor in interest. You may not assign this Agreement or delegate the duties under this Agreement without advance written consent by EFunding Forum. This Agreement will be binding upon, and inure to the benefit of EFunding Forum, and its successors and assigns, and You and Your heirs, representatives, successors, and permitted assigns.