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Terms Of Use

Terms of Use

 

Last updated: February 21, 2017

 

The Peerform, Inc. service and network (collectively, "the Service") are operated by Peerform, Inc., a Delaware corporation (“Peerform”,"The Company," "we," or "us"). By accessing and/or using our web site at www.peerform.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. 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 others. If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Site. This is an important document which you must consider carefully when choosing whether to use Peerform.

 

Section titles in this Terms of Use document are for reference purposes only and cannot be construed to affect the meaning of provisions therein.

 

Changes to these Terms of Use

We may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the changed Terms of Use.  You should check these Terms of Use periodically for changes. All changes shall be effective upon posting. Peerform may terminate, suspend, change, or restrict access to all or any part of this Site without notice or liability.

 

Eligibility

This Site is intended solely for Users who are eighteen (18) years of age or older (nineteen (19) years of age or older for residents of Alabama and Nebraska), 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, Peerform 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.

 

Notices to You

You agree that Peerform may provide notice to you by posting it on our website, emailing it to the email address listed in your account, or mailing it to the street address listed in your account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent.

 

Calls to You

By providing Peerform a telephone number (including a wireless/cellular telephone), you consent to receiving autodialed and prerecorded message calls from Peerform at that number.

 

Notices to Peerform

Except as otherwise stated in these Terms of Use, notice to Peerform must be sent by postal mail to: Peerform, Inc., 711 3rd Avenue, 6th floor, New York, NY 10017.

 

Identity Authentication

You authorize Peerform directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide a taxpayer identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your Information against third party databases or through other sources.

 

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.

 

Registration Data; Account Security

As a condition for use of the Site, you agree to (a) provide accurate, current and complete information about you 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 Peerform to keep it accurate, current and complete; (d) regularly review these Terms of Use for updates and changes; and (e) be fully responsible for all use of your account and for any actions that take place using your account. If any information you provide is untrue, inaccurate, not current, or incomplete, we have the right to cancel your registration, reject any application you have submitted, terminate any agreement we have with you, and restrict your future use of the Site and our products and services. We reserve the right to reject any registration and/or decline any application for a loan.

 

Proprietary Rights in Site Content; Limited License

You agree that all content on the Site, including but not limited to designs, text, graphics, pictures, video, information, and their selection and arrangement (the “Site Content”), are our or our licensors’ trademarks or registered trademarks. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Site, any content thereon, our products and services, the technology related to our products and services, and any and all technology and any content created or derived from any of the foregoing is our or our licensors’ exclusive property. 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. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Peerform is strictly prohibited and will terminate the license granted herein.

 

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 will 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 in our sole and absolute discretion;

 

·         register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;

 

·         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, phone numbers, email addresses, Social Security numbers and credit card numbers;

 

·         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 from Peerform or create a false identity on the Service or the Site; or,

 

·         upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Peerform, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Peerform or its Users to any harm or liability of any type.

 

Limitations of Use

You agree to use the Content and Site only for lawful purposes. You are prohibited from any use of the Content or Site that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Site, including but not limited to unauthorized entry into Peerform’s systems, misuse of passwords, or misuse of any information posted on the Site is strictly prohibited. Peerform makes no claims concerning whether the Content may be downloaded or is appropriate for use outside of the United States. If you access this Site from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Your eligibility for particular products or services is subject to final determination by Peerform.

 

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 (collectively, "post") on or through the Service or the Site, or transmit to or share with other Users (collectively, the "User Content"). You agree that you will not contact members directly or to attempt to enter into any lending transactions with members outside of the Service. You understand and agree that Peerform 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 Peerform 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 providing information or content on the Site, you expressly agree to all of the following:

 

·         You grant us a non-exclusive, transferable, sub-licensable, royalty-free, world-wide license to use any information or content that you provide in connection with your use of the Site and our services, subject to the privacy provisions described in our Privacy Policy. We have the right to review, delete, edit, modify, reformat, excerpt, or translate any of your information or content.

 

·         You are solely responsible for the content and information you make available through or in connection with our products and services.

 

All the information and content posted on the Site or privately transmitted through the Site or via other means in connection with our services is the sole responsibility of the person from which that content originated. We will not be responsible for any errors or omissions in any information or content posted by a user.

 

 

Copyright Complaints

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

 

Name of Agent Designated to Receive Notification of Claimed Infringement: Sean Barravecchio

Full Address of Designated Agent to Which Notification Should be Sent:

Peerform, Inc., 711 3rd Avenue, 6th floor, New York, NY 10017

Telephone Number of Designated Agent: 1-800-338-8049

Facsimile Number of Designated Agent: 1-917-591-6579

E-Mail Address of Designated Agent: support@peerform.com

 

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

 

A.            A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

 

B.            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;

 

C.            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;

 

D.            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;

 

E.            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,

 

F.            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 Digital Millennium Copyright Act (DMCA) and other applicable law, Peerform has adopted a policy of terminating, in appropriate circumstances and at Peerform’s sole discretion, the memberships of members who are deemed to be repeat infringers. Peerform’s 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 Third Party Sites

We are not responsible for the information practices employed by sites linked to or from our web site. In most cases, links to non-Peerform web sites are provided solely as pointers to information on topics that may be useful to our users. Since third party web sites may have different privacy policies and/or security standards governing their sites, we advise you to review the privacy policies and terms and conditions of these sites prior to providing any personal information.

 

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor 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.

 

Disclaimers

Peerform 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 Content or Third Party Content. Peerform is not responsible for the conduct, whether online or offline, of any User of the Site or Service. Peerform cannot guarantee and does not promise any specific results from use of the Site and/or the Service to obtain a loan.

 

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Peerform 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. Peerform 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 Peerform be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, 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.

 

Peerform 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 Peerform.

 

Indemnity

In addition to the indemnities set forth elsewhere in these Terms of Use, you agree to indemnify and hold Peerform, 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 court costs and 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. The previous sentence shall not apply to any extent to Users while acting as an investor member or while registering as an investor member in connection with their (i) posting of User Content or (ii) use of the Site or Service.

 

You further agree that you will cooperate fully in the defense of any such claims. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of Peerform. You further agree to indemnify and hold harmless Peerform from any claim arising from a third party's use of information or materials of any kind that you post to the Site.

 

Guarantee/Warranty

The Site and all of the content is provided "as is" and "as available," without any warranty, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties as to the results of your use of the content. In addition, Peerform does not warrant that the Site is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms of Use.

 

Peerform may discontinue or make changes in the content and Site at any time without prior notice to you and without any liability to you. Any dated information is published as of its date only, and Peerform does not undertake any obligation or responsibility to update or amend any such information. Peerform reserves the right to terminate any or all Site offerings or transmissions without prior notice to you. The Site could contain technical inaccuracies or typographical errors. Use of the Site is at your own risk.

 

Limitation of Liability

Under no circumstances will Peerform be liable for any damages including general, special, direct, indirect, incidental, consequential, punitive or any other damages (including, without limitation, lost profits or business interruption) of any kind whether in an action in contract or negligence arising or relating in any way to the use or inability to use by any party of the content, the Site or any third-party site to which the Site is linked, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Peerform is advised of the possibility of such damages, losses or expenses. Peerform is not liable for any defamatory, offensive or illegal conduct of any user. Your sole remedy for dissatisfaction with this site is to stop using the Site. If your use of materials from the Site results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof. If the foregoing limitation is found to be invalid, you agree that Peerform’s total liability for all damages, losses, or causes of action of any kind or nature shall be limited to the greatest extent permitted by applicable law.

 

Except in jurisdictions where such provisions are restricted and except as provided above in the paragraph titled “Investor Members: Securities Matters”, in no event will Peerform, its directors, 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, the Service or any of the content or other materials on or accessed through the Site, even if Peerform 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, Peerform’s 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 Peerform for the Service during the term of membership. In no case, except as provided above in the paragraph titled “Investor Members: Securities Matters”, will Peerform’s liability to you exceed $1,000.00. You acknowledge that if no fees are paid to Peerform for the Service, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from Peerform, 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.

 

Monitoring of the Site

Peerform has no obligation to monitor the Site; however, you acknowledge and agree that Peerform has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site, or to protect itself or other users of the Site.

 

Submissions to the Site

All remarks, discussions, ideas, concepts,  know-how, techniques, graphics or other submissions communicated to Peerform through this Site (collectively, "Submissions") will be deemed and remain the property of Peerform; and Peerform is entitled to use any Submission for any purpose, without restriction or compensation to the individual who has provided the Submission. Peerform shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by Peerform, or as otherwise required by applicable law. Nothing herein contained shall be construed as limiting Peerform’s responsibilities and obligations under its Privacy Policy.

 

Use of Personally Identifiable Information (PII)

Peerform’s practices and policies with respect to the collection and use of personally identifiable information are governed by Peerform’s Privacy Policy.

 

Availability

This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. By offering this Site and Site Content, no distribution or solicitation is made by Peerform to any person to use the Site or Site Content in jurisdictions where the provision of the Site and/or Site Content is prohibited by law.

 

Termination

These Terms of Use are effective until terminated by Peerform. Peerform may terminate these Terms of Use at any time without notice, or suspend or terminate your access and use of the Site at any time, with or without cause, in Peerform’s absolute discretion and without notice. The following provisions of these Terms of Use shall survive termination of your use or access to the Site: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Site.

 

Applicable Law and Dispute Resolution

These Terms of Use and all other aspects of your use of the Site shall be governed by and construed in accordance with the laws of the United States and, to the extent applicable, the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction. You agree that you will notify Peerform in writing of any claim or dispute concerning or relating to the Site and the information or services provided through it, and give Peerform a reasonable period of time to address it BEFORE bringing any legal action, either individually, as a class member or representative, or as a private attorney general, against Peerform.

 

Other Agreements

These Terms of Use shall be subject to any other agreements you have entered into with Peerform.

 

Additional Terms

Certain sections or pages on the Site may contain separate terms and conditions of use, which are in addition to the terms and conditions of these Terms of Use. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.

 

Severability

If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

 

Waiver

Failure by Peerform to enforce any of its rights under these Terms of Use shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

 

Entire Agreement

These Terms of Use, the Borrower Membership Agreement, the Peerform Privacy Policy and any other attachments represent the entire agreement between you and us regarding your use of the Site and the Service and supersede all prior or contemporaneous communications, promises and proposals, whether oral written or electronic, between us with respect to your use of the Site and the Service, including, but not limited to, your registration as a borrower member and your loan request. We will be a third party beneficiary to any Loan Agreement you may execute with Cross River Bank and nothing herein shall be deemed to affect any terms therein.

 

General Provisions

These Terms of Use will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

 

If you have questions regarding the Agreement or the practices of Peerform, please contact us by e-mail at support@peerform.com or by postal mail to Peerform, Inc., 711 3rd Avenue, 6th floor, New York, NY 10017, Attention: Legal and Compliance Department.