Last Modified: 2017
FUNDWISE CAPITAL, LLC
TERMS AND CONDITIONS
- Registration. By registering, you agree to provide the information requested on the registration page of the Website completely and accurately, and to update your information. You are responsible for keeping your information current. You are responsible for selecting and keeping your username and password confidential. You may not share or disclose your user name and password to anyone other than Fundwise Capital, LLC. You understand that you are responsible for all uses of the Website through your user name and password. You must notify Fundwise Capital, LLC immediately if you know of or suspect unauthorized use of your user name and password for this Website.
- Services. Fundwise Capital, LLC provides business planning, modeling and other predictive financial tools relative to small business to users of the Website (“Service”). The Service routinely maintains and updates personally identifying information which may include business and/or personal credit card accounts, bank accounts, other financial accounts, address information, telephone information, and email information. Further, the Service may require you to submit confidential information pertaining to your business including, without limitation, cash flow, balance sheets, budgets, and other reasonable confidential information as requested by Fundwise Capital, LLC (“Customer Information”). Fundwise Capital, LLC will provide the Service in accordance with its then-current pricing, as set forth on the Website. The Service is a tool to assist you in developing your business plan and other business planning tools; however, Fundwise Capital, LLC makes no guarantees that your business plan will be successful.
Fundwise Capital, LLC does not provide any materials with the intent that they will be used for the purpose of selling or offering for sale securities or raising money in any other way. None of Fundwise Capital, LLC’s materials are or shall be construed as a “private placement memorandum” or any other type of risk disclosure document. The use of any materials for such purpose is a material breach of these terms and conditions. Fundwise Capital, LLC services are intended only as business-planning tools, and any other use of them is strictly prohibited.
- Updates. FUNDWISE CAPITAL, LLC RESERVES THE RIGHT TO AMEND THE WEBSITE AND THE TERMS OF THIS AGREEMENT IN ITS DISCRETION FROM TIME TO TIME. YOU ARE RESPONSIBLE FOR MONITORING SUCH SITES. Fundwise Capital, LLC may, but is not obligated to, offer upgrades, updates, and improvements to the Website and Services, and to add or discontinue any Services.
- Limited License. Fundwise Capital, LLC hereby grants to you during the Term (as defined below) of this Agreement a non-exclusive, non-assignable, non-transferable, non-sublicensable, limited license (“License”) to use the Website and the Services for your business planning purposes (“Purpose”). You shall display all notices for trademarks, service marks, trade dress, patents, patents pending, and other intellectual property (the “Intellectual Property”) that we require. You shall not copy or reverse engineer, in whole in or part, Fundwise Capital, LLC’s Website, Services, or Intellectual Property. Except as expressly stated in this Agreement, Fundwise Capital, LLC does not grant you any license or ownership rights, including in the Intellectual Property, and all rights not expressly granted by Fundwise Capital, LLC to you under this Agreement are expressly reserved to Fundwise Capital, LLC. To the extent you upload content in connection with the Service, including any and all communications that you make with Fundwise Capital, LLC through the Service, you grant Fundwise Capital, LLC a royalty-free, worldwide, non-exclusive, perpetual, irrevocable, transferable license, to copy, distribute, display publicly, make available to the public, adapt, sub-license, process and translate such content, combine such content with or incorporate such content into other content and modify and create derivative works of such content; in each case in connection with Fundwise Capital, LLC’s operation of the Website and/or Service, and in Fundwise Capital, LLC’s other media platforms, applications and services, and those of its affiliated entities. You further waive and forever disclaim all rights of attribution with respect to the use of your content.
- Prohibited Uses. Fundwise Capital, LLC may temporarily or permanently deny, limit, suspend, or terminate the Service, remove content and take technical and legal measures to keep you off the Service at any time and for any reason. You agree to the following prohibited uses:
(a) You shall not use the Services to harass, embarrass, or threaten any person.
(b) You shall not copy, publish, distribute, rent, or resell the Services, in whole or in part.
(c) You understand and agree that we monitor usage on the Website and the Services and that we may share your use of the Website and Services with law enforcement agencies and officials in response to inquiries or if we have reason to believe that your use of the Website and Services is for an unlawful purpose. We may also share your use of the Website and Services as required by law, a court order, a subpoena, or as Fundwise Capital, LLC determines is necessary or advisable to protect its interests.
(d) You shall not use the Services as the basis for making decisions to consumers or businesses concerning loans, credit, insurance, employment, leasing, or other decisions. The Services are not to be relied upon by any person, including you, for any purpose. You are solely responsible for all decisions you make in any way utilizing the information generated as a result of using these service.
- Other Websites. The Website may contain links other websites. Fundwise Capital, LLC may or may not own, operate or monitor these websites, their services or content. The information and content posted on other websites may not be compatible with your requirements, you may object to their content, or find such content to be objectionable, improper, unlawful or immoral. By linking to another website, Fundwise Capital, LLC does not endorse, or sponsor their content, or confirm their accuracy, credibility, authenticity, validity, integrity or legality. Fundwise Capital, LLC assumes no responsibility or liability for any third party services or contents, or their availability. The Service and/or the Website may include paid advertisements, sponsored links and commercial information (“Advertisements”). By clicking the Advertisements you may be transferred to a service of an advertiser or receive any other messages, information or offers from the advertiser and from others. Fundwise Capital, LLC is not responsible for any of the Advertisers’ practices, including their privacy practices, or for the content of their services, information, messages or offers.
- Payment. Fundwise Capital, LLC shall require you to make payments in immediately available United States dollars by the options available on the Website. All sales on the Website are final. Fundwise Capital, LLC will not issue refunds or credits for purchases on the Website. Fundwise Capital, LLC assumes no responsibility for delays in credit or debit card processing or any other form of payment. You warrant and represent that your use of any credit, debit, or other permitted form of payment is authorized by the holder of such form of payment.
- Taxes. You are responsible for paying all applicable taxes in connection with your purchase of the Services.
- Term and Termination. The term of this Agreement shall begin on the Effective Date and continue until terminated as expressly provided in this Agreement (the “Term”). You may terminate this Agreement at any time by delivering an e-mail to [email protected] or by calling Fundwise Capital, LLC’s Customer Service Center at the telephone number listed on the Website. Fundwise Capital, LLC may immediately terminate this Agreement as required by law or due to your breach of any provision of this Agreement in Fundwise Capital, LLC’s determination. Termination will become effective immediately. Upon termination, all license rights granted herein shall immediately terminate, and you will not be allowed to use the Website or purchase Services. You shall be permitted to use the Services you purchased before termination, provided that your continued use will be subject to the terms of this Agreement. The following provisions of this Agreement shall survive termination or expiration of this Agreement for any reason: 4, 5, 6, and 10 – 18.
- Independent Parties. Nothing in this Agreement shall create an employer-employee, partner, joint venturer or agent relationship between Fundwise Capital, LLC and you.
- Indemnification. You shall defend, indemnify, and hold harmless Fundwise Capital, LLC and its affiliates, and their employees, managers, members, officers, shareholders, directors, agents, representatives, consultants, contractors, insurers, attorneys, successors, and assigns from and against all claims, demands, judgments, losses, liabilities, damages, costs, fees, expenses, including attorneys’ fees and court costs) arising out of your (a) unauthorized use of the Website or Services, or (b) breach of this Agreement.
- Disclaimer of Warranty. FUNDWISE CAPITAL, LLC: (A) PROVIDES THE SERVICES “AS IS,” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR GUARANTEES, (B) MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND (C) SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, and any warranty against NON-infringEment of any INTELLECTUAL PROPERTY RIGHT of any third party. Fundwise Capital, LLC DOES NOT WARRANT THAT ANY OF THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR THAT THEIR CONTENT OR MEtHOD OF DELIVERY WILL BE fREE OF ERROR (INCLUDING FACTS, STATEMENTS, retention, deletion, disclosure or any other use or loss of your content on the service or website, SERVICE LEVELS, DOWNLOAD SPEED, AND WI-FI, HOTSPOT, OR INTERNET CONNECTIVITY), OR THAT DEFECTS THEREIN SHALL BE CORRECTED. THE PROVISIONS OF THIS SECTION SHALL BE IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Limitations of Liability. FUNDWISE CAPITAL, LLC SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF A PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION SHALL BE IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FUNDWISE CAPITAL, LLC’S TOTAL LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM, UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO FUNDWISE CAPITAL, LLC IN THE MONTH IN WHICH A CLAIM GIVING RISE TO LIABILITY HEREUNDER OCCURS. THE PROVISIONS OF THIS SECTION SHALL BE IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Compliance with Applicable Law. You shall comply with all applicable international, federal, state, and local laws, rules, and regulations in your use of this Website and the Services.
- Notice. All notices provided for herein shall be effected either by recognized international express courier, postage pre-paid, or by First Class United States Mail, postage pre-paid, to the address listed on the Website in our case, and to the address you listed in you registration page in your case. Notice shall be deemed received two days following tender to such courier and three days following posting by Mail.
- Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to any applicable conflicts or choice of law provisions. You hereby agree to waive any right you may have to participate in any class, group, or representative action or proceeding, and further hereby agree to waive any right you may have to a trial by jury. In Fundwise Capital, LLC’s discretion, the parties hereto irrevocably consent to the exclusive jurisdiction and venue of (a) the federal and state courts of competent jurisdiction located in Salt Lake City, Utah, and the parties hereby waive any objection that venue in such courts is inconvenient, or (b) binding arbitration in Salt Lake City, Utah, under the Commercial Rules of the American Arbitration Association, and the parties hereby waive any objection that venue in such city is inconvenient. Neither the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) nor the Uniform Computer Information Transactions Act (“UCITA”) shall apply. In any action at law or in equity or arbitration to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to collect from the non-prevailing party, in addition to any damages and injunctive relief, whether at law or in equity, all reasonable costs, fees, and expenses, including, without limitation, attorneys’ fees, costs, and expenses, expert witness fees, deposition transcript fees, postage, long-distance telephone charges, and travel costs.
- Complete Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements, whether oral or in writing, between the parties concerning the subject matter hereof. Any modification of this Agreement shall be effective only if in a writing signed by the parties.
- Severability. If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
- Assignment. You shall not assign or sublicense any part of this Agreement, in whole or in part, without the prior written consent of Fundwise Capital, LLC.