Terms of Use

Community Sourced Capital, a Washington social purpose corporation (the “Company” “us” or “we”) operates the website located at www.communitysourcedcapital.com (the “Website”). Our purpose is to use sustainable finance solutions to help small businesses and local economies thrive. Our sharing platform enables small businesses to seek financing directly from people in their communities. The funds shared through our Website are offered as zero-interest, revenue-based loans to select small businesses. Our sharing platform, the features, content or applications offered in connection with our Website and the other services we offer are all collectively referred to as “Services.”

As used in these Terms of Use, “you” and “your” means each individual—or as the case may be, an individual representing an entity—who accesses, browses, or uses the Website or Services in any way. If you are accessing the Website or using the Services on behalf of an entity, then you represent and warrant to the Company that you personally satisfy the Eligibility Requirements in Section 2 and that you have the authority to bind the entity you represent. Your agreement to these Terms of Use will constitute agreement by the entity you represent.

1. Acceptance of the Terms of Use and Privacy Policy; and Changes

By accessing our Website, you agree to be bound by these Terms of Use.

If you do not accept and agree to all of the Terms of Use, You are not authorized to access the Website or use the Services.

Use of the Website and the Services are also governed by our Privacy Policy. The terms of the Privacy Policy are hereby incorporated by reference. You may view our Privacy Policy by clicking here.

We may, at any time and without advanced notice, prospectively modify these Terms of Use or the Privacy Policy by adding, altering, or removing provisions. Any modifications to these Terms of Use or the Privacy Policy will be effective immediately after posting to the Website. Your continued use of the Website or any Services constitutes your agreement to be bound by the modifications of the Terms of Use or Privacy Policy. Accordingly, it is important that you regularly check these Terms of Use and the Privacy Policy to ensure that you agree to any updated terms.

2. Eligibility Requirements

Children under the age of 13 are restricted from accessing or uploading information to the Website. Those under the age of 18 are prohibited from creating an account or otherwise accessing our Services. We reserve the right to require you to provide use with proof of age. We may terminate or restrict your access to our Website or Services without advanced notice if we determine that you do not meet the eligibility requirements.

3. Additional Terms for Services

Your access or use of certain portions of the Website and use of certain Services will require you accept additional terms of service that are applicable to such Services, and these will be presented to you at the time you register for such Services (“Additional Terms”). Additional Terms include the Squareholder Agreement and the Borrower Application and Agreement, and their terms include these Terms of Use. If there is any conflict between Additional Terms or these Terms of Use, those explicitly provided for in the Additional Terms will control.

4. Access to the Website, Services, and Website Content

4.1 General Access to the Website

The Company hereby grants to you a limited, non-transferable, non-exclusive, and revocable right to access and view our proprietary online content and related documents through a web-browser. We host, either alone or through third party services, and maintain control over the software and Website and we only make the Website available for access and use by you through the internet. These Terms of Use shall not be construed as obligating us to deliver to you any copies of computer programs, code, whether in object or source code, or hard copy documentation of any sort.

4.2 Ownership of Site Content

The past, present, and future content created by the Company (“Site Content”) is or may be protected by patent, trademark, and copyright laws under the United States and foreign laws. The Company, its affiliates, or licensors own the intellectual property and proprietary rights in all Site Content. The Site Content includes, without limitation: (1) layout, organization, information, graphics, text, images, audio, videos, designs, compilations, data, wallpaper, icons, characters, artwork, photographs, music, sounds, messages, and software; (2) advertising copy, and the trademarks, logos, domain names, trade names, service marks and trade identities; (3) any and all works of authorship capable of copyright protection (including object code and source code); (4) the coding or HTML used to generate the pages, graphics images, layout or text; and (5) all other materials related to the Website, including without limitation the “look and feel” of the Website.

You may neither rent, lease, redistribute, or resale the Site Content, or use the software in any way to develop a competing product, solution, or other commercial services nor use a third party to do so. You may not remove or alter any logos, trademarks, patent or copyright notices, confidential or proprietary information, or other Site Content.

4.3 Disclaimer of UserGenerated Content and Hyperlinked Content

The Company does not control the content provided by users (“User Content”). All User Content, including content created through use of our Services, is the sole responsibility of that user. We are under no obligation to monitor or remove such content for any purpose, except as otherwise provided for in these Terms of Use or as required by law. Accordingly, we disclaim any liability from any inaccuracy, misrepresentation of authority, misappropriation of another’s content, and any other unlawful act arising from User Content.

Additionally, the Website, these Terms of Use, or Additional Terms may contain hyperlinks to other websites for your convenience. Providing these links is not an endorsement by us of the other website’s owner or its content. If you use these hyperlinks to access other websites, you will leave this Website. Such other websites may have their own terms of use and privacy policies that differ from ours. Even where we are aware that the terms of use or privacy policies of the other sites are different, we are not responsible for the content at any other website. Accordingly, we disclaim any interest in the content of other websites and make no representation about the legality, accuracy, or authenticity of content presented by such other sites.

5. Use of the Website, Services, and Site Content

5.1 Generally

5.1.1 In order to use the Website, you must have valid access to the internet. In addition, you must provide all the equipment necessary to access the internet (e.g. modem, router, personal computer, cell phone, etc.).

5.1.2 You agree that you will use the Website and the Services consistent with these Terms of Use. You assume all risk when using the Website and the Services. You understand and acknowledge that the Company cannot guarantee and does not promise specific results from your use of the Website and Services.

5.1.3 The information and the Services on the Website are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules, or regulations including those jurisdictions where we are not authorized to provide such information or Services.

5.1.4 You represent and warrant to us that: (1) you own all User Content posted by you through or in connection with the Website or Services, or that you otherwise have the power and authority legally required to grant to us the rights to post or display your User Content under these Terms of Use, the Privacy Policy, or applicable additional terms for Services; and (2) the positing of your User Content does not violate these Terms of Use or the privacy rights, publicity rights, intellectual property rights (including without limitation trademark, patent, or copy rights), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears in your User Content. You agree that you are solely responsible for any User Content that you post on or through the Website and any material or information that you transmit to other users of the Website or Services.

5.1.5 You agree that we have the right to perform all technical tasks necessary to maintain the Website or offer the Services including without limitation processing and transmitting email communications to and from you, and transcoding or reformatting any User Content that you do not have the right to use, copy, or distribute, except as may be permitted under these Terms of Use or any Additional Terms. A violation of this Section 5.1.5 shall permit us to terminate your use of the Website or access to Services.

5.1.6  We will provide a “99% availability” of the Website—in other words, we will make use of the Website available to you as is commercially reasonable. Occasional service outages may occur that we cannot control. If such outages occur, we shall work on restoring the Website and Service as soon as possible. We are not liable or responsible for damages to you as a result of such outages.

5.2 Your Conduct and Interactions with Other Users

5.2.1 We employ various techniques to identify the identity of users and accuracy of information provided by users. Nevertheless, given the limitations of identity verification through the Internet, we cannot confirm the identity of any user or the accuracy of all information provided. Accordingly, we encourage you to use all the tools the Internet offers to verify the accuracy of information provided as well as the identity of users with whom you interact.

5.2.2 You acknowledge that there are risks of dealing with users acting under false pretenses and you assume the risks of liability of harm in any kind in connection with transactions of any kind relating to the Website or Services provided. Such risks include without limitation misrepresentations by businesses seeking loans, breach of a warranty, breach of a contract, or violation of third-party rights. You agree that we are not liable or responsible for any damage, liabilities, costs, or businesses disruptions of any kind that may arises as a result of transactions with this Website or the Services.

5.3 Monitoring and Cancellation for Prohibited Conduct

5.3.1 We reserve the right to monitor the activity on our Website to determine compliance with these Terms of Use or to comply with any law or authorized government request. You hereby agree to such monitoring. If we do monitor use of the Website or Services, we do not represent or warrant that we will take any action in connection with monitored activities. We assume no liability with respect to any activity of our users.

5.3.2 If we learn that you have performed any Prohibited Conduct explained in Section 6 below, or have otherwise breached these Terms of Use or any Additional Terms, we may immediately cancel any Services and prohibit your further use of the Website.

6. Prohibited Conduct and Content

You are prohibited from (1) posting, uploading, communicating, distributing, or exhibiting content which violates any applicable laws, rules, or regulations, or any User Content that we determine, in our sole discretion, to be inappropriate; (2) engaging in conduct that violates any applicable laws, rules, or regulations, or any conduct that we determine, in our sole discretion, to be inappropriate; and (3) engaging in any act, practice, or course of business which could operate as a fraud or deceit on person, or employing any device or scheme to defraud. Examples of such prohibited User Content and conduct includes, without limitation, the following:

6.1.1 Posting, uploading, or transmitting User Content that violates the privacy rights, publicity rights, intellectual property rights (including without limitation trademark, patent, or copy rights), contract rights or any other rights of any person or entity;

6.1.2 Posting, uploading, or transmitting User Content or engaging in conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene, or that is unlawful in any manner, or that degrades, intimidates, promotes or incites racism, bigotry, hatred, or physical harm of any kind against any group;

6.1.3 Posting, uploading, or transmitting any pornographic content or that exploits people in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains links to any of the foregoing types of content;

6.1.4 Copying, reproducing, modifying (which shall include without limitation altering, obscuring, or deleting) any copyright or other legally required notices, credits, logos, trademarks, etc., creating any derivative works from, or distributing in any manner or medium any content posted on the Website or through the Services in any way that is in violation of the Terms of Use or the additional terms, as applicable;

6.1.5 Impersonating any person or entity, or submitting any materials to the Website or through the Services that are false, misleading, inaccurate, deceitful, or unlawful;

6.1.6 Except as explicitly permitted by these Terms or Use or applicable Additional Terms, or otherwise as pre-approved by us in writing, engaging in any commercial activity on the Website or including any links to commercial services or websites or uploading, posting, or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;

6.1.7 Engaging in conduct that involves the posting, uploading, or transmission of unsolicited advertising or promotional materials, “junk mail”, “chain letters” unsolicited mass mailings, “spimming”, or “spamming”;

6.1.8 Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Website or impair the proper functioning of the Website or the Services, including without limitation uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Website or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Website or the Services;

6.1.9 Accessing or attempting to access the Website or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Website or the Services;

6.1.10 Using the communication systems provided by the Website for any solicitation or other commercial purposes, except as explicitly permitted by the Additional Terms or otherwise authorized by us, or by us and the specific user, as applicable;

6.1.11 Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Website regarding illegal activities with the intent to commit them; and

6.1.12 Engaging in any conduct that in our sole discretion restricts or inhibits any other user from enjoying the use of the Website or any of the Services.

7. Intellectual Property and Digital Millennium Copyright Act

We respect the intellectual property rights of others. If you believe your copyright in a work has been violated through the Website or our Services, please provide notice of such claims of copyright infringement to: support (at) communitysourcedcapital.com. You must provide the following information, which we may then forward to the alleged infringer:

7.1.1 Describe the copyrighted work that you believe has been infringed;

7.1.2 Identify the material on the Website that you believe infringes your work, with enough detail so that we may locate it;

7.1.3 Provide your contact information, including: full name, address, telephone number, and email address;

7.1.4 Provide a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

7.1.5 Declare under penalty of perjury that (a) the information you have provided is accurate and (b) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and

7.1.6 Provide your physical or electronic signature.

Upon receiving your complaint, we will investigate the claim and may remove content that you believe infringes your copyright, if the claim is deemed to be valid. In addition, we may, at our sole discretion, terminate access by that user who appears to be infringing your intellectual property rights.

Conversely, if you believe that your content was improperly removed, please let us know through the contact information above.

8. Disclaimers and Exclusion of Warranties

8.1 Disclaimer of Compliance with Securities Laws

Community Sourced Capital maintains the position that “Squares”--which represent the act of citizens sharing small sums of money with community businesses they know and without anticipation of financial return--are not securities and should not be subject to the same regulations as securities (as defined by applicable law). However, the Company cannot represent or warrant that transactions conducted through the Website will be in compliance with applicable securities laws.

8.2 No “Broker” “Dealer” or “Funding Portal” Relationship

Community Sourced Capital is not a “Broker” “Dealer” or “Funding Portal” (as defined in Section 3(A) of the Securities Exchange Act of 1934, as amended, or any similar state or federal securities law). In general, a licensed broker dealer is a person or firm that deals in the business of selling or brokering financial securities. We do not endorse any third party content displayed on our Website, including without limitation the businesses seeking a loan through our Website and Services. We are not responsible for any decisions made to share money with a particular business.

8.3 Disclaimer of Content, Information, Materials, and Availability

Although we endeavor to keep the Website bug-free and available at all times, the Website and Services and all of the content, information, and materials provided or posted through the Website or Services are provided on an “As Is” and “As Available” basis, without warranty of any kind, express or implied. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, or noninfringement. You acknowledge that your use of the Website and Services and all of the content, information, and materials provided or posted through the Website or Services is at YOUR OWN RISK. We do not warrant that the Website will be error-free. The Website may contain bugs, errors, problems, or other limitations. Accordingly, you agree that We are not responsible for any use you make of the content, information, and materials provided or posted through the Website or Services and shall not be responsible for any loss, damages, or costs resulting from your use of the foregoing.

8.4 Disclaimer of Third Party Content, Information, and Materials

We are not responsible for and make no warranties, express or implied, as to any use or third-party content or User Content posted on, through, or in connection with our Website. Furthermore, all such User Content or third-party content does not reflect the opinion or policies of the Company. Under no circumstances shall we be responsible for any loss or damages, including without limitation, personal injury or death, resulting from use of the Website or Services, from any content posted on the Website or through the Services (whether or not the content is posted in violation of these Terms of Use or Additional Terms) or from the conduct of any user of the Website or Services, whether online or offline, or the user of any linked site.

8.5 Unauthorized Access of Personally Identifiable Information

We strive to protect any personally identifiable information we collect; however, we disclaim liability, in any way, for the unauthorized access to or use of any of your personally identifiable information. By accessing this Website, you agree that we shall not be liable for any unauthorized access to or use of any of your personally identifiable information.

8.6 User Content Subject to Loss

You understand and agree that the submission of User Content to us, and the download of any material through our Website or Service is done at your own discretion and risk and that you will be solely responsible for any loss or damage to your image, any loss of your image and any damage to your computer system or loss of data that may result in the download of any material. You are solely responsible for creating back-ups of your User Content.

9. Limited Liability

Our liability to you is limited. The negation of damages set forth in this Section 9 is the basis of the agreement between YOU AND US. The Website and the associated services would not be provided without such limitations. To the maximum extent permitted by law, the Company, its affiliates, licensors, sponsors, officers, directors, employees or agents, are not liable to you for any direct, indirect, special, punitive, or consequential damages whatsoever, including without limitation loss of profits, data, use, goodwill, or other intangible losses resulting from (1) errors, mistakes, or inaccuracies of content displayed on the Website or through the Services; (2) personal injury or property damages of any nature resulting from your accessing (or inability to access) the Website or Services including without limitation any damages caused to your computer or software or information stored thereon; (3) any conduct or content of any third party obtained on or through the Website or Services including without limitation any defamatory, offensive, or illegal conduct of third parties or other users; (4) any unauthorized access to or use of our Services and any information we store and collect; (5) any interruption or cessation of transmission to or from the Website or any of its Services; (6) any bugs, viruses, Trojan Horses, or similar activities, which may be transmitted to or through the Website or the Services by a third-party; (7) unauthorized access, use or alteration of your User Content; (8) emails or other transmissions or communications made to you through the Website or Services; or (9) any errors or omissions in any content in any content or for any loss or damage of any kind incurred as a result of your use of any content or Services emailed, posted, transmitted or otherwise made available through the Website or Services, whether based on warrant, contract, tort (including negligence), or any other legal or equitable theory, and whether or not We have been advised of the possibility of such damages.

10. Indemnification

You shall indemnify, defend and hold the Company, its affiliates and licensors, and their respective officers, directors, employees or agents harmless from and against all liabilities, claims, damages, losses, and expenses (including, without limitation attorneys’ fees and other expenses) brought by a third party arising out of or in connection with (1) your access of the Website or use of the Services; (2) a violation or breach by you of these Terms of Use or any applicable Additional Terms; (3) any User Content you post on the Website or generate through the Services; or (4) your negligence or willful misconduct. This provision shall survive termination of your use of the Website or any Services.

11. Assignment

You may not assign your rights and responsibilities under these Terms of Use or any Additional Terms. We may assign our rights and responsibilities under these Terms of Use or any Additional Terms.

12. General Terms

12.1 Governing Law, Jurisdiction, and Forum

These Terms of Use and Additional Agreements shall be construed and enforced in accordance with the laws of the State of Washington without regard to its conflict of law principles. In addition, you agree that Washington courts shall have personal jurisdiction over you to resolve any dispute under these Terms of Use or Additional Agreements and that the sole venue for dispute resolution shall lie in King County, Washington.

12.2 Dispute Resolution

Upon any dispute or claim arising under the terms, obligations, or promises under these Terms of Use or any Additional Agreements, you agree to work with us to resolve the dispute privately or through mediation before a mutually agreed upon mediator. If mediation fails to produce a mutually agreeable outcome, then you agree to binding arbitration. Arbitration will be before a single arbitrator that you choose from a list of three arbitrators provided by us. Arbitration will be performed under the rules adopted by the American Arbitration Association at the time a claim is filed with an arbitrator. Arbitration will take place in Seattle, Washington. An arbitration judgment may be entered into and enforced by a court of competent jurisdiction, which judgment may include the costs and attorneys’ fees for the prevailing party at arbitration.

12.3 Nonwaiver

Our failure to exercise or enforce any right shall not operate as a waiver of such right. Our waiver of a breach of these Terms of Use or Additional Terms shall not waive any other provision or operate as a waiver of a subsequent breach of the same provision.

12.4 No Oral Modifications

These Terms of Use, any Additional Agreements, and any other written agreement you may have with us constitutes the entire understanding and agreement between you and us. No oral modifications or amendments, including without limitation any oral statements made by employees, officers, directors, or other agents of the company, shall affect our agreement.

12.5 Severability

If a provision of these Terms of Use is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of these Terms of Use or any Additional Agreements will not be impaired.

Change Log

Last updated: 01/23/2013 (some small typo fixes)

Prior updates: 01/15/2013