Revision Date: 12/30/2016
Questions or Comments: firstname.lastname@example.org
Certain words used in these Terms have specific meanings as stated in the section where they are first used or in the section below captioned Definitions. For example, the words “TEN Community Funding Content” and “User Content” have specific definitions that you must read and understand to have a full understanding these Terms.
TEN COMMUNITY FUNDING PLATFORM
The TEN Community Funding website and services are an online intermediary platform where crowdfunded securities are offered for sale by Issuers in accordance with the exemption from securities registration requirements contained in Rule 139.25 promulgated by the Texas State Securities Board (the “Texas Crowdfunding Rules”) and Rule 147 promulgated by the United States Securities and Exchange Commission (the “Platform”). TEN Community Funding is not a broker-dealer or investment advisor, and is not responsible for the activities of Platform Users.
TEN Community Funding Platform is strictly limited to Texas-based Issuers and Investors, as each are defined under the Texas Crowdfunding Rules, and is not available to any issuers or investors from any other U.S. state or other nations.
There are no refunds. Late payment for services will be charged at the rate of 1% per day after payment due. You must cancel in writing (email, mail, etc).
TEN Community Funding may, in its sole discretion, refuse to offer the Platform to any person or entity and change its eligibility criteria at any time, so long as the refusal or change does not violate applicable law.
You may browse the Site as a Visitor without setting up an Account, subject to the terms, conditions, and restrictions stated in the Section captioned “Acceptable Use Policy” and other Sections of the Terms.
ACCOUNT AND LOGIN CREDENTIALS
You agree that TEN Community Funding may disclose your Account Information and other information it may have about you and your User Content to fully cooperate with any law enforcement authorities or legal process, such as a subpoena or hold request.
FEES FOR USE OF TEN COMMUNITY FUNDING TEXAS SERVICES
There are no refunds. Late payment for services will be charged at the rate of 1% per day after payment due. You must cancel in writing (email, mail, etc).
LICENSE TO USE PLATFORM AND CONTENT
TEN Community Funding grants you a limited, revocable, non-exclusive, non-transferable license to use the Platform and TEN Community Funding Content solely for legally permitted activities related to the TEN Community Funding Platform, (the “Purpose”), and subject to the terms, conditions and restrictions stated in these Terms.
Users who post User Content grant each other User a non-exclusive, non-transferable, royalty-free license to use the User Content solely for the Purpose on the terms and conditions stated below, and subject to the restrictions stated below and the User’s continued compliance with these Terms.
You grant TEN Community Funding a license to your User Content and Account Information for the purposes of (i) providing the Site to Visitors and providing the Platform to other Users, and (ii) for TEN Community Funding’s use in improving the Site and the Platform generally. For example, TEN Community Funding may use your Account Information and your User Content to improve its underwriting and other operational processes, to plan and improve its marketing activities, and to provide you with information that may be of interest to you or our Users generally, such as recommendations regarding your use of the Platform, or third party advertising on the Site or Platform. We may also use your User Content and as necessary to comply with applicable law and reasonable record keeping practices. You agree that TEN Community Funding may use your User Content for publicity purposes, and may provide attribution to your User Content as part of the publicity at its discretion.
You must preserve all copyright, trademarks, service marks, and other proprietary notices contained on any TEN Community Funding Content or User Content.
Users acknowledge that they may not remove their User Content from the Platform after it has been published without TEN Community Funding’s consent.
If you provide any feedback, comments, or suggestions for the improvement of the Platform (“Suggestions”), you hereby license the Suggestions and all related intellectual property to TEN Community Funding on a non-exclusive, worldwide, fully paid, perpetual, irrevocable basis for TEN Community Funding to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit without restriction of any kind.
USER REPRESENTATIONS, WARRANTIES, COVENANTS
All Users make the following representations, warranties and covenants:
- You are a Texas based Issuer or Texas based Investor within the meaning of the Texas Crowdfunding Rules;
- You own or have all necessary rights to post your User Content on the Platform, and your posting of your User Content does not infringe or violate the intellectual property rights or privacy rights of any person and does not and will not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of your posting your User Content on or through the TEN Community Funding Platform;
- You will use the Platform, User Content, and TEN Community Funding Content in compliance with applicable law, including State and federal laws governing securities transactions;
- You will use the Platform in compliance with these Terms;
- You will update your User Content as necessary to maintain its accuracy and completeness;
If you are an Investor User, you also represent and warranty that you at least eighteen years old.
TEN COMMUNITY FUNDING NOT RESPONSIBLE FOR USER CONTENT
The TEN Community Funding Platform is an intermediary platform and does not include any verification, advice or consulting services as to User Content. TEN Community Funding has no obligation to investigate User Content for accuracy or completeness. Although TEN Community Funding may monitor or mediate User Content from time to time, it does not undertake any obligation or liability to any User regarding the User Content.
You are responsible for investigating the accuracy and completeness of any User Content that you rely on. You agree that, between you and TEN Community Funding, your use of any User Content is at your sole risk.
You are responsible for the accuracy and completeness of your User Content
Specifically, but without limitation, TEN Community Funding is not responsible for investigating any of the following:
- whether any statement is true or includes all facts necessary to make the statement not misleading
- whether any User is an “accredited investor”
- whether any proposed transaction complies with applicable law or regulation
- whether any links to or content on any third party sites that are referenced in the User Content is secure or complies with law
- whether any information offered for download from the Platform is free of Malware;
TEN Community Funding does not endorse any User or User Content.
TEN Community Funding does not undertake any obligation to you to monitor or restrict who has access to the Platform.
You acknowledge that there are financial risks involved in making any investment presented via the Platform. As between you and TEN Community Funding, you assume all risks arising from an investment or other transaction you may enter into with an Issuer or other User. TEN Community Funding does not provide financial, legal, or tax advice. TEN Community Funding has no special relationship with or fiduciary duty to you or any Issuer or Investor. TEN Community Funding is not a broker-dealer.
TEN Community Funding has no responsibility for the continued performance of any person under any investment or agreement that is formed as a result of your use of the TEN Community Funding Platform.
WARRANTY AND DISCLAIMERS
TEN Community Funding warrants to Users that it will use commercially reasonable efforts to make the Platform available without interruption during normal business hours in Texas. TEN Community Funding makes no representation or warranty whatsoever to Site Visitors.
AS BETWEEN YOU AND TEN COMMUNITY FUNDING , ALL USER CONTENT (INCLUDING THIRD PARTY CONTENT THAT IS REFERENCED IN THE USER CONTENT) IS PROVIDED “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, AND YOUR USE OF THE USER CONTENT IS AT YOUR SOLE RISK.
TEN COMMUNITY FUNDING DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY COURSE OF PERFORMANCE OR USAGE OF TRADE.
IF APPLICABLE LAW PROHIBITS THE DISCLAIMER OF ANY DISCLAIMED WARRANTY, THE WARRANTY IS MADE FOR A PERIOD OF THIRTY DAYS FROM THE DATE THAT THE INFORMATION OR SERVICE IS FIRST PROVIDED.
You agree to indemnify and hold harmless TEN Community Funding, TEN Community Funding’s affiliates and each of their respective employees, contractors, directors, owners, suppliers, licensErs, and representatives (the “TEN Community Funding Indemnitees”) from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (i) your use of the TEN Community Funding Platform in violation of these Terms, including the breach of any representation or warranty, (ii) your reliance on any User Content, and (iii) any third party claim arising from your use of the Platform, or any investment or other transaction that results from your use of the Platform. You agree to defend any third party claim covered by your indemnification obligation, provided that TEN Community Funding may assume the exclusive defense and control of any third party claim. If TEN Community Funding assumes control of the defense of a third party claim, then you agree to assist and cooperate in asserting any available defenses and pay expenses and other amounts for which you are responsible under this paragraph, as incurred.
LIMITATION OF LIABILITY
THE FOLLOWING LIMITATIONS OF LIABILITY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW:
NEITHER TEN COMMUNITY FUNDING NOR ITS AFFILIATES, NOR ANY USER OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES IS LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE, THE SERVICES, THE USER CONTENT OR THE TEN COMMUNITY FUNDING CONTENT.
THE MAXIMUM AGGREGATE LIABILITY OF TEN COMMUNITY FUNDING AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES TO A USER SHALL NOT EXCEED THE GREATER OF $100.000 OR THE FEES PAID OR PAYABLE BY THE USER FOR THE USE OF THE PLATFORM.
THE MAXIMUM AGGREGATE LIABILITY OF TEN COMMUNITY FUNDING AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES TO A SITE VISITOR SHALL NOT EXCEED ONE DOLLAR ($1.00).
You acknowledge that TEN Community Funding has set its fees on reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between the parties. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. Nothing in this Subsection precludes a party from seeking specific enforcement, injunctive relief or other equitable remedy. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
SUSPENSION AND TERMINATION
TEN Community Funding may suspend your access to the Platform, and may remove or modify your User Content, at any time in its commercially reasonable discretion. TEN Community Funding may terminate your Account and your access to the Platform, with or without cause, on ten (10) days advance written notice. You may terminate your Account and removed your posted User Content from the Platform at any time in your sole discretion.
These Terms shall survive termination of your Account, except that following termination your license to the TEN Community Funding Content automatically terminates, and TEN Community Funding no longer has any obligation to provide the Platform for your use. You remain responsible for any fees, indemnification and other liabilities or obligations arising in connection with your use of the Platform even after termination of your Account.
ACCEPTABLE USE POLICY
You may not post User Content, or use the Platform in a way that might violate or threaten the rights, safety or privacy of others. TEN Community Funding may refuse or remove from the Platform any User Content at any time in its commercially reasonable discretion. Specifically, but without limitation, TEN Community Funding may refuse or remove any User Content that it reasonably believes violates these Terms or applicable law, or that might violate the rights or threaten the safety of Users or third parties, or that it otherwise finds abusive or offensive.
For example, you may not:
- Post information on behalf of another person or entity without their consent;
- Post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity, particularly in any attempt to learn sensitive information;
- Harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
- Disclose personal information about another person;
- Post content that is otherwise fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law
You may not use the TEN Community Funding Platform in any way that does not further the Purpose, or in a way that modifies, damages, disrupts, disables, overburdens, impairs, alters or interferes with the use, features, functions, operation, security or maintenance of the Platform, or the rights or use and enjoyment of the Platform by any other person or entity in any manner. For example, you may not:
- Aggregate, copy, or duplicate any TEN Community Funding Content
- Sell, promote, or advertise products or services other that in furtherance of the Purpose ;
- Post links, advertisements, or other content from competitors’ websites
- Use data mining, robots, or other data gathering devices on the TEN Community Funding Platform
- Remove, disable, damage, circumvent, or otherwise interfere with the security of the TEN Community Funding Platform
- Interfere or attempt to interfere with the proper workings of the TEN Community Funding Platform
- Gain unauthorized access to the TEN Community Funding Platform or computers linked to the TEN Community Fundingg Platform
- Attempt to reverse engineer, or reverse engineer the TEN Community Funding Platform
- Frame or link to the TEN Community Funding Platform without permission
- Attempt to or submit Malware to the TEN Community Funding Platform
- Take any action imposing an unreasonable or disproportionately large load on TEN Community Funding ’s infrastructure
- Attempt to or obtain unauthorized access to Users’ Accounts
- Sell, transfer, or assign any of your rights to use the TEN Community Funding Platform to a third party without the express written consent of TEN Community Funding
- Use the TEN Community Funding Platform in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to TEN Community Funding or others
- Use the TEN Community Funding Platform to send marketing, advertising, or other repetitious emails, text messages, telephone calls, or other communications
- Use the TEN Community Funding Platform for transactions involving illegal objects (such as, narcotics or stolen goods), illegal activities (such as, gambling), marketing and advertising
- Use the TEN Community Funding Platform in an illegal way or to commit an illegal act
- Post any franchise, pyramid scheme, or similar information
- Access the TEN Community Funding Platform from a jurisdiction where it is illegal, unauthorized, or penalized
- Use the TEN Community Funding Platform on behalf of a business entity without the legal authority to do so
- Create multiple Accounts, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without TEN Community Funding’s prior consent
- Control an account if another account controlled by you has performed these activities or otherwise breached these Terms
- Use data gathered from TEN Community Funding Platform for other any other purpose (such as solicitation or personal gain) outside of the TEN Community Funding Platform
- Attempt to contact or communicate with Users by any means other than the means of communications enabled on the Platform
TEN Community Funding may modify or remove the information on the Platform, and may modify or discontinue any part of the Platform, or create usage limits, at any time in its sole discretion without notice to you.
Account has the meaning given in the section captioned “Your Account Information and Log-In Credentials.”
Account Information has the meaning given in the section captioned “Your Account Information and Log-In Credentials.”
“Credentials” has the meaning given in the section captioned “Your Account Information and Log-In Credentials.”
Investor means an “Investor” as defined in the Texas Crowdfunding Rules.
Issuer means an “Issuer” as defined in the Texas Crowdfunding Rules.
Malware means any virus, malware, spyware, ransomware, adware, or other code or information that is designed to interrupt the normal use of the Platform or the Site or the systems used to access the Platform or the Site, or destroy or corrupt any data, or covertly transmit information.
TEN Community Funding means Business Funding , LLC and its affiliates and successors.
TEN Community Funding Content means the contents of theTEN Community Funding Platform that are provided by TEN Community Funding such as designs, text, graphics, images, video, information, logos, button icons, software, audio files, and computer code.
Platform has the meaning given in the Section captioned “TEN Community Funding Platform.”
Purpose has the meaning given in the Section captioned “License to Use Platform and Content.”
Site means the website at www.tencommunityfunding.com or any successor site.
Texas Crowdfunding Rules has the meaning given in the Section captioned “TEN Community Funding Platform,” as it may be amended from time to time, and any successor rules.
User means a person who uses the Platform as an Issuer, Investor, or with a view toward possibly participating in the Platform as an Issuer or Investor.
User Content means text, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles post by a User to the Platform.
Visitor means a person who visits or uses the Site other than as a User.
These Terms are governed by and interpreted under the laws of the State of Texas without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. You agree that exclusive venue for any dispute arising under or in connection with the Terms is Travis County, Texas.
Interpretation of Certain Words
The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “including” means “including, without limitation.” The words “will” and “shall” are words of obligation, not expressions of intent or expectation. All references to monetary amounts shall mean United States Dollars. The words “You” or “you” refer to the Site Visitor and the User, unless the context indicates that the reference is only the Site Visitor or the User. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular shall imply the plural as indicated by the context, and pronouns that are gender specific shall be read to refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
Electronic Communication Privacy Act
Electronic Communication Privacy Act Notice (18usc 2701-2711): Business Funding makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. Business Funding will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Business Funding ’s equipment, transmitted over networks accessed by the Platform, or otherwise connected with your use of the Platform.
You agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, that Business Funding may send communications for all purposes, including but not limited to marketing, informational, and operational purposes, such as billing, account management, or system maintenance, to you via your mailing address, email, or telephone number provided by you on your Account. You agree to notify us of any changes in your address or contact details. Business Funding may also deliver information verbally.
Reservation of Rights
The Platform, Business Funding Content and all other Business Funding intellectual property remains the property of Business Funding or its licensors, and are protected under copyright, trademark, and other laws. The User Content and all other User intellectual property remains the property of the User or its licensors, and is protected under copyright, trademark, and other laws.
Business Funding , the Business Funding logo, and other Business Funding logos and product and service names are or may be trademarks of Business Funding (the “TEN Community Funding Marks“). Without Business Funding ’s prior written permission, and except as solely enabled by any link as provided by TEN Community Funding, you agree not to display or use in any manner the TEN Community Funding Marks.
TEN Community Funding shall not be liable for any failure to provide the Platform where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Your Account is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. TEN Community Funding may assign, transfer or delegate any of its rights and obligations here under without consent.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
Unless otherwise specified is this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@BusinessFundingTX.com.
US Jurisdiction Only
We make no representation that the Platform is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Platform at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.
The content, material and information contained on the Platform does not constitute an offer or solicitation. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you.
These Terms are the entire agreement between you and Business Funding with respect to your use of the Platform and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic), except for the member agreement that you sign by means of the Platform. If there is a conflict between these Terms and the member agreement, the member agreement will control.
COPYRIGHT INFRINGEMENT/DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”)
TEN Community Funding respects the intellectual property of others. If you believe your copyrighted work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with sufficient information to allow us to locate the material, including the following information:
- The electronic or physical signature of the owner of the copyright or person authorized to act on the owner’s behalf.
- A description of the copyrighted work you claim has been infringed and a description of the infringing activity.
- Identification of the location where the original or an authorized copy of the copyrighted work exists; for example, the URL of the website where it is posted.
- Identification of the URL or other specific location on this website where the material that you claim is infringing is located.
- Your name, address, telephone number and email address.
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law.
- A statement by you that the above information you provide us is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Our agent for notice of claims of copyright infringement on this Site can be reached as follows:
Business Funding LLC
PO Box 163262
Austin, TX 78716