Last Updated: December 8, 2013
This Agreement supersedes any previous Agreement to which you and OurExchange may have been bound regarding the use of the Website. This Agreement may be modified by OurExchange in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by OurExchange on the Website. Your use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications. If you do not agree with the modifications, you must stop using or accessing the Website.
This Agreement 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.
Participation in the Services
OurExchange manages the Website, which allows Seat Holders to Sponsor, Entrepreneurs to raise funds from Investors through private, password-protected fundraising websites that Seat Holder and Entrepreneurs collectively create. Investors can invest in the offerings provided by Seat Holders and Entrepreneurs. Offerings are considered high-risk and all participation in the Services is governed by the Terms and Conditions for Services. Please refer to our Terms and Conditions for Services for the terms, conditions and policies applicable to your participation in the Services. By participating in the Services through the Website, you agree to be bound by and accept the Terms and Conditions for Services. The Terms and Conditions for Services are subject to change without prior notice at any time, in OurExchange's sole discretion so you should review the Terms and Conditions for Services each time you make an Investment.
"OurExchange" and the "OurExchange" logo are trademarks and service marks of OurExchange. OurExchange or its licensors own and retain all proprietary rights in the Services, the Website and all material and information posted thereon ("Content"). The Website contains the copyrighted material, trademarks and other proprietary information of OurExchange and its licensors. You may display and print limited copies of the Content for your personal, non-commercial use in connection with your participation in the Services (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of OurExchange. In addition, to the extent you receive information from OurExchange, Seat Holder, Entrepreneurs or other Investors with respect to any Investment activity on the Website, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Seat Holder, Entrepreneur or Investor.
If you post any messages or other information on the Website, you agree that such messages and information shall be considered Content, and you agree to grant, and shall be deemed to have automatically granted to OurExchange an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute such information and content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, such information and Content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license.
To the extent you upload or post any photographs of yourself on the Website, you agree that such materials shall be considered Content for the purposes of the foregoing license grant, and you agree to release, discharge and hold harmless OurExchange from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of such Content, including any claims of infringement of any rights of publicity or rights of privacy.
You acknowledge, consent and agree that OurExchange may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of OurExchange, its users, or the public.
The Website is for use in connection with the Services and may not be used by you in connection with any other endeavors except as previously approved in writing by OurExchange. Your use of the Website shall be in strict compliance with this Agreement and all other procedures and guidelines set forth on the Website and applicable law. You may not transmit any chain letters or junk email to any User or any other Person. Illegal and/or unauthorized uses of the Website, including collecting the name, email address or any other personal or confidential information of any User by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, will be investigated and appropriate legal action will be taken, including, without limitation, civil, criminal and injunctive redress.
Although OurExchange assumes no obligation to monitor the conduct of any User on or off the Website, it is a violation of this Agreement to use the Website or any information obtained from the Website in order to harass, abuse, or harm another person. In order to protect its Users from this or other misuse, OurExchange reserves the right to remove Content from the Website that violates acceptable use in OurExchange's sole discretion and restrict the number of emails or messages that a User may send to others through the Website in any 24-hour or other period to a number that OurExchange deems appropriate, in OurExchange's sole and absolute discretion.
The Website includes features and functionality whereby a User may post and transmit information, images and other materials. All such information, images and materials, whether publicly posted or publicly or privately transmitted, are the sole responsibility of the User who originates such content. OurExchange assumes no obligation to monitor or control such posted or transmitted Content and cannot take responsibility for such Content posted or transmitted by a User. However, OurExchange reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any Content, and to restrict, suspend or terminate the participation of any User or any lending team from the Website and from all OurExchange services and Services at any time, with or without prior notice. Without in any way limiting the foregoing, it is a violation of this Agreement to upload, post or submit any content, including, but not limited to, written materials or images, that in OurExchange's opinion is obscene, profane, harassing, contains profanity, or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; contains graphic or gratuitous violence; or is defamatory, libelous, or invades another person's privacy, property or proprietary rights. OurExchange takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is OurExchange liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of features and functionality where Users post or transmit Content is at your own risk.
Third Party Content
OurExchange may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. OurExchange does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that OurExchange is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.
Advertisements and Promotions; Third-Party Products and Services
Seat Holders may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. OurExchange is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-OurExchange advertisers or third party information on the Site.
OurExchange neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Website.
THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE Services, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE AND WEBSITE-RELATED SERVICES.
OurExchange makes no representation or warranty, express or implied, with respect to any third party data provided to OurExchange or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. OurExchange will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by OurExchange or "force majeure" or any other cause beyond the control of OurExchange.
Limitation of Liability
IN NO EVENT SHALL OurExchange, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WEBSITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM OurExchange OR ANOTHER USER, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OurExchange'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OurExchange, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO OurExchange FOR ACCESS TO OR USE OF THE WEBSITE.
You understand that any and all decisions made by you after your use of the Website are yours alone. OurExchange cannot and does not verify the accuracy of information from Users. OurExchange shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from using the Website; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of using the Website or as a result (directly or indirectly) of utilizing information received in connection with the Website, including but not limited to, User reliance on fraudulent, misleading, false, incorrect or inaccurate representations by Seat Holder or Entrepreneurs or other Users. In addition, in no event will OurExchange be liable to you or any third person for any direct or indirect damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website, even if OurExchange has been advised of the possibility of such damages, costs, losses or expenses.
OurExchange is not responsible, and shall have no liability, for any false, misleading, fraudulent, incorrect or inaccurate Content posted on the Website or for any liability, cost or expense you may incur in connection with the Services, whether caused by any User or other person. You also acknowledge and agree that Users are not liable for Content created and posted by OurExchange on the Website. OurExchange is not responsible for the conduct, whether online or offline, of any User of the Website or any other person. With respect to the Website, OurExchange 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, any communications. By using the Services, you release OurExchange from any liability whatsoever, and waive any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the your activities as a Seat Holder, Entrepreneur or Investors and for any use of the Website or the Services, or any Content posted on the Website or transmitted to, or any interactions between, any Users of the Website, whether online or offline, including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.
Disputes Among Users
You are solely responsible for your interactions with any Seat Holders, Entrepreneurs, Investors, or any other User (even to the extent prohibited hereby) and any disputes that may result from such interactions.
OurExchange reserves the right, but has no obligation, to monitor disputes between you and such persons.
Governing Law; Resolution of Disputes; Arbitration and Waivers
This Agreement is governed by the laws of the State of Florida USA, without regard to its or any other jurisdiction's choice of law or conflict of law provisions. If any dispute arises between you and OurExchange, including, without limitation, any dispute arising from or relating to the Website or the Services, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the American Arbitration Association in Orlando, Florida. The arbitration shall be heard and adjudicated by one arbitrator to be selected by agreement between you and OurExchange. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Florida statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or OurExchange may seek any injunctive relief in a state or federal court in Orlando, Florida, as may be necessary to preserve rights pending the completion of arbitration and OurExchange may seek any injunctive relief in a state or federal court in Orlando, Florida, or another court of competent jurisdiction, at any time against any violations of Section 4 (Proprietary Rights) or Section 5 (Acceptable Use) of this Agreement.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND OurExchange HEREBY WAIVE YOUR RIGHT TO A JURY OR COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE.
You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.
You agree to indemnify and hold OurExchange harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or arising from your breach of this Agreement.
Registration Data; Account Security
In consideration of your use of the Website, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ('Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to OurExchange, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to OurExchange.
This Agreement will remain in full force and effect while you use the Website, any OurExchange Services, or participate in the Services as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Services and status as a User is terminated. Whether or not you are and remain eligible to participate in the Services, use the Website or any other services or offerings from OurExchange, may be determined by OurExchange in its sole and absolute discretion. You may terminate your participation and status as a User at any time and for any reason by sending a written notice of termination to OurExchange.
Entire Agreement; Severability
This Agreement, accepted upon use of the Website and further affirmed by becoming a User, contains the entire agreement between you and OurExchange regarding the use of the Website. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.