Grow Local Project, Inc. TERMS OF SERVICE
Last Revised: Dec 9, 2014
Grow Local Project, Inc. ("Grow Local Project, Inc.") matches small businesses and small business owners (for a business purpose as provided in Section 8.2) with alternative lenders and other sources of funding ("Funding Providers"), as described further in the section of this Agreement titled "The Service." These Terms of Service ("Agreement") constitute a legally binding agreement between you and Grow Local Project, Inc. (each a "Party," and collectively the "Parties"). As used in this Agreement, the words "you" and "your" refer to you, the user of Grow Local Project, Inc.'s website or applications, as the party agreeing to this Agreement. The words "we," "us," "our" and any other variation thereof refer to Grow Local Project, Inc.. Any reference to Grow Local Project, Inc. in this Agreement includes our directors, officers, employees, contractors, owners, agents, licensors, or licensees. As used in this Agreement, the term "Site" includes all websites and applications that we operate that link to this Agreement, pages within each such website or application, any equivalent mirror, replacement, substitute or backup website or application, and pages that are associated with each such website or application. The use of the word "including" in this Agreement to refer to specific examples will be construed to mean "including, without limitation" or "including but not limited to" and will not be construed to mean that the examples given are an exclusive list of the topics covered.
1. Acceptance of Agreement
3. Definitions and Interpretation
5. Accuracy of and Changes to Your Information
6. Disclosure and Consent to Electronic Communications
7. The Service
8. Your Use of the Service
10. Warranties and Disclaimers
11. Term and Termination
12. General Terms
1. Acceptance of Agreement. By accessing the Site and by using the Service, you agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Site or Service. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICE. You may not use the Site or Service, or accept this Agreement; if (a) you are not of legal age to form a binding contract with Grow Local Project, Inc.; (b) you are prohibited by law from receiving or using the Service; or (c) you are not a U.S. resident.
2. Amendments. Grow Local Project, Inc. reserves the right to amend this Agreement at any time with notice that is reasonable according to the extent of the amendment, as determined by Grow Local Project, Inc. in its sole discretion. Grow Local Project, Inc. will post notice of any amendment on the Site. For a substantial amendment, including a change to the fee structure outlined herein, Grow Local Project, Inc. may also notify you as outlined in the Disclosure and Consent to Electronic Communications section of this Agreement. You should check the Agreement regularly. By continuing to use the Site or Service after such notice is provided, you accept and agree to such amendments. If you do not agree to any amendment to the Agreement, you must stop using the Site and Services. If you have any questions about the terms and conditions in this Agreement, please contact us at firstname.lastname@example.org.
3. Definitions and Interpretation.
3.1 Defined Terms. Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:
(a) "Account Information" means information about accounts you maintain at third party sites, including, as applicable, your accounts at any financial institution, as provided by you to Grow Local Project, Inc..
(b) "Affiliate" means, with respect to a Party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such Party.
(c) "Applicable Law" means all federal and state laws, including regulations, applicable to the activities and obligations contemplated under thisAgreement, including without limitation the federal Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, Dodd Frank Act, CAN-SPAM Act and all applicable state licensing, consumer credit and privacy laws, as the same may be amended and in effect from time to time during the Term.
(d) "Business Day" means any day (other than a Saturday, Sunday or legal holiday) on which federally-insured financial institutions in New York, New York are permitted to be open to conduct substantially all of their business.
(e) "Profile Information" means the information you provide to us to register for the Service, including as applicable, business name and address, amount and intended purpose of funding sought, certain financial information and documents regarding the business, and certain information and documents regarding the business owner, as well as the username and password that allow you to access the Service, as such information shall change from time to time.
(f) "Service" means the service provided by Grow Local Project, Inc. to you, as described further in Section 7.1.
3.2 Interpretation. References to Sections and Appendices are to be construed as references to the Sections of, and Appendices to, this Agreement, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to "hereof," "herein," "hereunder" and other similar compounds of the word "here" shall mean and refer to this Agreement as a whole rather than any particular part of the same. The terms "include" and "including" are not limiting. Unless designated as Business Days, all references to "days" shall mean calendar days.
5. Accuracy of and Changes to your Information. You agree to provide accurate Profile Information and Account Information. You further agree to promptly update all your Profile Information or Account Information whenever the information provided to us is no longer accurate. You can update your information by visiting your profile page on the Site. If you need help in changing your information, please email us at email@example.com. We are not responsible for any payment processing errors or fees or other Services-related issues arising from your failure to keep your Profile Information current. If we determine, in our sole discretion, that you have failed to maintain current and accurate Profile Information or Account Information, we may suspend or terminate your access to the Site and Services.
6. Disclosure and Consent to Electronic Communications.
6.1 Consent to Electronic Communications. Consent to Electronic Communications and Doing Business Electronically. You understand and agree that you are entering into this Agreement electronically, that by entering into this Agreement you are agreeing to transact business with us electronically, and that certain categories of information and agreements ("Communications") may be provided by Grow Local Project, Inc. to you by electronic means (i.e., via email, through the Service by displaying links to notices generally on the Site, or to your mobile device), unless and until you withdraw your consent as described below. The categories of Communications that may be provided by electronic means include: (a) this Agreement and any amendments, modifications, or supplements; (b) records of any Origination Fees paid by you to Grow Local Project, Inc. through the Site or Service; (c) disclosures or notices provided in connection with the Service, including any required by Applicable Law (including initial disclosures, initial and annual privacy notices, opt-out notices, and change-in-terms notices); (d) any customer service communications, including communications with respect to claims of error or unauthorized use of the Site or Service; (e) loan agreements and credit and background authorizations; and (f) any other communication related to the Site or Service. Although Grow Local Project, Inc. reserves the right to provide Communications in paper format at any time, you agree that Grow Local Project, Inc. is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Site or Service.
6.2 Timing of Communications. Any Communications will be deemed to have been received by you no later than 5 Business Days after Grow Local Project, Inc. sends it to you by email or posts it on a Site, whether or not you have received the email or retrieved the Communication from the Site. An electronic Communication by email is considered to be sent at the time that it is directed by Grow Local Project, Inc.'s email server to your email address. You agree that these are reasonable procedures for sending and receiving electronic Communications.
6.3 Updated Contact Information. You agree to promptly update your Profile Information if your email address changes so that Grow Local Project, Inc. may contact you electronically. You may update your Profile Information, such as your email address, as described in the Accuracy of and Changes to Your Information section of this Agreement. You understand and agree that if Grow Local Project, Inc. sends you an electronic Communication but you do not receive it because the email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Grow Local Project, Inc. will be deemed to have provided the Communication to you.
6.4 System Specifications. In order to access, view, and retain electronic Communications that Grow Local Project, Inc. makes available to you, you must have access to: (a) a computer with an Internet connection; (b) a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled; (c) Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format; (d) sufficient electronic storage capacity on your computer's hard drive or other data storage unit to save past Communications and/or an installed printer to print them; and (e) an email account with an Internet service provider and email software. Your access to this page through your device verifies that your device meets these requirements.
6.5 Withdrawal of Consent to Electronic Communications. If you have registered as a user with Grow Local Project, Inc. and you wish to withdraw your consent to have Communications provided electronically, you must deregister by contacting firstname.lastname@example.org and stop using the Site and Service. There are no fees to deregister with Grow Local Project, Inc.. Any withdrawal of your consent to receive electronic Communications will be effective only after Grow Local Project, Inc. has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Grow Local Project, Inc. in its sole discretion.
6.6 Reservation of Rights. Grow Local Project, Inc. reserves the right, in its sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which Grow Local Project, Inc. provides electronic Communications. Grow Local Project, Inc. will provide you with notice of any such termination or change as required by law.
7. The Service.
7.1 Description of the Service. Grow Local Project, Inc. matches users with Funding Providers using a combination of the user's Profile Information and criteria mutually agreed upon by each Funding Provider and Grow Local Project, Inc. which, if met, would provisionally pre-qualify the user to receive funding under such Funding Provider's terms and conditions (the "Prequalification Criteria"). You may request provisional prequalification for funds using the Service at any time by providing Grow Local Project, Inc. the information and documents, including but not limited to business name and address, amount and intended purpose of funding sought, certain financial information regarding the business, and certain information regarding your business owner (the "Application Information"). You agree to provide true, accurate, current and complete Application Information. By providing the Application Information to Grow Local Project, Inc., you authorize us to obtain information, including from third-party sources, to allow you to verify certain fields of your Application Information. If any of the Application Information does not match information we obtain from third-party sources pursuant to this Section, you may elect to modify any of the Application Information. You also agree that we may contact you, including by telephone, to verify the Application Information or to provide additional Application Information. You agree to a pull of your personal and business credit reports by us and by any Funding Provider.
7.2 Referrals. If your Application Information meets the Prequalification Criteria set by one or more Funding Providers, we may identify such Funding Provider or Funding Providers to you (each one, a "Matched Funding Provider"), along with data regarding each Funding Provider's use of the Service, including general details regarding amount of funding provided, interest rate, time between application for funding and fulfillment, and timing of repayment of funding (the "Funding Provider Details"). We may limit the number of Funding Providers we identify to you based on our determination of which Funding Providers may be the best match for you based on our analysis of the Application Information. You may instruct us to identify you to one or more Matched Funding Providers, in which case we will identify you to such Matched Funding Providers and furnish them with your Application Information on your behalf (each such identification, a "Referral"). You acknowledge and agree that a Referral does not guarantee that you will receive funding from any Matched Funding Provider. You further acknowledge and agree that the Funding Terms may differ from the terms and conditions that apply to funding you ultimately receive from a Matched Funding Provider.
7.3 Applying for Funding. Once we make a Referral to any Matched Funding Provider, the Matched Funding Provider will initiate its underwriting process based on the Application Information and will determine, according to its own terms and conditions, whether to provide funding to you. You acknowledge and agree that Grow Local Project, Inc. has no role in a Matched Funding Provider’s decision to provide or not provide funding to you, and that Grow Local Project, Inc. provides the Application Information to the Matched Funding Provider on your behalf.
7.4 Our Use of the Account Information. You authorize us to use the Account Information for all purposes related to the Service, and to have continued access to your financial institution, provided that such access shall be used solely for the purpose of providing the Service to you. Account Information shall remain available to you during the Term, but any information obtained during the Term shall remain the property of Grow Local Project, Inc.
7.5 Affiliates. The rights, duties and/or obligations of Grow Local Project, Inc. under this Agreement may be exercised and/or performed by Grow Local Project, Inc. and/or any of Grow Local Project, Inc.'s Affiliates, or any of their subcontractors and/or agents. Grow Local Project, Inc. acknowledges and agrees that it shall be solely responsible for the acts or omissions of Grow Local Project, Inc.'s Affiliates, and any subcontractor or agent of Grow Local Project, Inc. or any of Grow Local Project, Inc.'s Affiliates, related to the subject matter hereof. Merchant agrees that any claim or action arising out of or related to any act or omission of any of Grow Local Project, Inc. or Grow Local Project, Inc.'s Affiliates, or any of their respective subcontractors or agents, related to the subject matter hereof, shall only be brought against Grow Local Project, Inc., and not against any of Grow Local Project, Inc.'s Affiliates, or any subcontractor or agent of Grow Local Project, Inc. or any of Grow Local Project, Inc.'s Affiliates. You acknowledge that under no circumstances shall a Funding Provider be considered an Affiliate for purposes of this Agreement.
8. Your Use of the Service.
8.1 Use of Service in Accordance with Agreement and Applicable Law. You will not use the Site or Service for any illegal purpose. You will only use the Site or Service in accordance with the terms and conditions of this Agreement and Applicable Law.
8.2 Business Purpose. You will only use the Site or Service for a bona fide business purpose. You will not use the Site or Service for personal, family or household purposes. You may not use the Site or Service to obtain information about or make decisions about anyone but yourself and/or your business.
8.3 Responsibility for Account. You hereby acknowledge and agree that you are responsible for maintaining the responsibility of your Registration Information. If you believe that your Registration Information or a device that you use to access any Site has been lost or stolen, that someone is using the Service using your Registration Information without your authorization, or that an unauthorized transaction has occurred, you must notify us immediately at support@Grow Local Project.com.
9. Indemnification. You agree to release, indemnify, and hold harmless Grow Local Project, Inc. and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Site or Service; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your interaction with any Funding Provider; (e) any duties, responsibilities, or obligations you may have to a Funding Provider, including with respect to, but not limited to, a Successful Referral; (f) your violation of any Applicable Law; ; (g) the violation of any Applicable Law by a Funding Provider; or (h) your failure to provide and maintain true, accurate, current and complete Application Information, Profile Information, and Account Information..
10. warranties and disclaimers.
10.1 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL GROW LOCAL PROJECT, INC., ITS SUBSIDIARIES, PARTNERS, OR AFFILIATES, BE LIABLE TO YOU FOR (a) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE USE OR INABILITY TO USE THE SITE OR SERVICES (EVEN IF GROW LOCAL PROJECT, INC. KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR DOCUMENTATION, SERVICE INTERRUPTIONS, OR GROW LOCAL PROJECT, INC.'S OR YOUR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE; (b) EXCEPT AS REQUIRED UNDER APPLICABLE LAW, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM YOUR FAILURE TO PROVIDE GROW LOCAL PROJECT, INC. WITH ACCURATE INFORMATION OR A THIRD PARTY'S FAILURE TO CORRECTLY VERIFY SUCH INFORMATION.
10.2 No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDED HEREUNDER BY GROW LOCAL PROJECT, INC. IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. GROW LOCAL PROJECT, INC. DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. THIS DISCLAIMER OF WARRANTY EXTENDS TO YOU AND EACH BUYER AND IS IN LIEU OF ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE SERVICE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ADVICE OR INFORMATION PROVIDED BY GROW LOCAL PROJECT, INC. SHALL CONSTITUTE ANY WARRANTY WITH RESPECT TO YOUR USE OF THE SERVICE. GROW LOCAL PROJECT, INC. DOES NOT GUARANTEE OR ASSUME ANY RESPONSIBILITY FOR ANY SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY SERVICE RELATING TO EITHER GROW LOCAL PROJECT, INC. OR ANY FUNDING PROVIDER. GROW LOCAL PROJECT, INC. MAKES NO GUARANTEE AS TO THE NUMBER OF FUNDING PROVIDERS WITH WHOM YOU MAY BE MATCHED USING THE SERVICE, NOR DOES GROW LOCAL PROJECT, INC. GUARANTEE THAT YOU WILL BE ABLE TO OBTAIN BUSINESS FUNDING IN ANY AMOUNT USING THE SERVICE, INCLUDING FROM ANY FUNDING PROVIDER FOR WHOM YOUR VERIFIED INFORMATION PROVISIONALLY PREQUALIFIES YOU FOR SUCH FUNDING. YOU UNDERSTAND AND AGREE THAT GROW LOCAL PROJECT, INC. IS NEITHER A FUNDING PROVIDER NOR A FINANCIAL ADVISOR, AND NOTHING ON THIS SITE IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL ADVICE.
11. Term and Termination.
11.1 Term. This Agreement shall commence on the date You first access the Site or use the Services and remain in effect until either Party terminates this Agreement in accordance with the terms hereof (the "Term").
11.2 Termination Rights of Grow Local Project, Inc.. Grow Local Project, Inc. may terminate this Agreement at any time in its sole discretion.
11.3 Your Termination Rights. You may terminate this Agreement at any time by ending your use of the Site and the Services and notifying Grow Local Project, Inc. at email@example.com. Termination of this Agreement does not terminate your obligation to pay Grow Local Project, Inc. an Origination Fee for any Successful Referral, except where the Funding Provider has agreed to pay the Origination Fee on your behalf.
12. General Terms.
12.1 Waiver. The waiver by Grow Local Project, Inc. of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
12.2 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement will be deemed entered into in New York and will be governed by and interpreted in accordance with the laws of the State of New York, excluding: (i) that body of law known as conflicts of law, and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The Parties agree that any dispute arising under this Agreement will be resolved in the state or federal courts in New York County, New York, and the Parties hereby expressly consent to jurisdiction therein. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY.
12.3 Third Party Beneficiaries. Except as limited by Section 12.7, this Agreement and the rights and obligations hereunder shall bind, and inure to the benefit of the Parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
12.4 Entire Agreement. This Agreement and each of its exhibits or appendices constitutes and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
12.5 Survival. All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 7.4, 9, 10, and 11.3 and definitions herein as applicable to interpretation of the foregoing shall survive the termination of this Agreement.
12.6 Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
12.7 Assignment. Neither this Agreement nor any rights hereunder may be transferred or assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Grow Local Project, Inc. may assign this Agreement or any rights hereunder without consent: (i) to an entity that acquires substantially all of its stock, assets or business; or (ii) to an Affiliate. Except as provided in this section, any attempts by either Party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party shall be null and void.
12.8 Headings. The headings, captions, headers, footers and version numbers contained in this Agreement are intended for convenience or reference and shall not affect the meaning or interpretation of this Agreement.