EFFECTIVE DATE: July 31, 2011
THE DISCLOSURES AND CONSENTS REQUIRED UNDER CERTAIN FEDERAL AND/OR STATE LAWS ARE DEEMED TO BE PROVIDED, RECEIVED AND AGREED TO BY YOUR USE OF THE WEBSITE.
No Legal Right to Use the Website. You may use the Website only at Weemba’s sole discretion, and only subject to such terms and conditions as Weemba may impose at any time in its sole discretion. Weemba may, at any time and without prior notice, deny you access to the Website, with or without cause, and may similarly at any time, without prior notice, delete any post, model, comment or entry, or any portion of the same, on the Website.
Informational Materials. We suggest reading the articles and viewing the video tutorials posted on the Weemba Website. For any questions about Weemba or how the Website operates, contact firstname.lastname@example.org or use our public, interactive communication platform (the “Forum”) to post questions.
CONDITIONS OF USE OF THE WEBSITE
- use the Website in any manner that would constitute a violation of any applicable law, regulation, rule, ordinance or treaty, or that could give rise to any civil or criminal liability to yourself, Weemba, or any third party;
- use the Website to upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Weemba member or other third party;
- upload, post, transmit, share, store or otherwise make available any graphics, texts, images, photographs, illustrations, facts, information, services, audio and/or video projections thereon or other information in the use of the Website that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, libelous, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable, in the sole judgment of Weemba;
- upload, post, transmit, share or otherwise make available any material that contains software viruses, worms 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 of the Website;
- compromise or attempt to compromise the security of the Website, or directly or indirectly interfere or attempt to interfere with the proper working of the Website or any communication or transaction being conducted on the Website;
- take any action which imposes an unreasonable or disproportionately large load on our infrastructure;
- use any robot, spider, other automatic device, or manual process to monitor or copy our web pages without our prior expressed written permission; or
- infringe upon the intellectual property or other rights of another.
DESCRIPTION OF WEEMBA WEBSITE MODEL
Description of Website. The Website is a simple, user-friendly platform that gives Borrowers the opportunity to connect with Lenders and includes certain characteristics of a social network, open to the participation of individuals, companies and Lenders. On the Website, potential borrowers in need of loans or other financial products or services (collectively, the “Borrowers”), or learning or sharing their knowledge about consumer and business finance can be connected online to companies, banks and other entities that routinely lend money in their normal course of business (collectively, the “Lenders” or “Lenders”).
What Weemba Does Not Do. Weemba does not take loan applications, pre-qualify Borrowers, negotiate loan terms, act as a loan broker, originator or finder, arrange loans for any Borrower or Lender, issue loan commitments or interest rate lock-in agreements, perform any loan underwriting or make any credit decisions of any kind, nor extend credit, and Weemba is not a party to any loan or other agreement between any Lender and Borrower who uses the Website or a beneficiary of any such agreement. Weemba is not a financial or loan advisor, and does not assist with debt or credit issues. No monies of any kind are exchanged through Weemba. In addition, Weemba makes no assurances that a Borrower will obtain a loan or financing or that a Lender will actually contact any Borrower. You acknowledge and agree that Weemba is not acting as your agent or broker in any way, and is not recommending or advising you with respect to any particular loan, financial product, Lender, Borrower, or financial service.
- Loan Solicitations Only. By using the Website, each Borrower agrees that a Loan Project may not contain, and that such Borrower will not post on the Website, any solicitation that is not a debt obligation to a Lender, to be repaid by the Borrower at a pre-determined interest rate, by a pre-determined maturity date (all terms to be negotiated off of the Website). No Borrower may solicit a gift, investment, or equity purchase in a Loan Project of any kind. No Borrower may solicit the purchase of any negotiable instrument or participation in a Loan Project, including, but not limited to, stock, title in any aspect of the Loan Project, or any type of asset which is in any way legally or contractually dependent on the Loan Project’s economic viability or any action on the part of the Borrower after the signing of the applicable loan documents. No loan repayment may be contingent on a Loan Project’s performance or any other metrics. All Loan Projects published in the Website must unequivocally obligate the Borrower to repay the Lender as described in this Section (upon specific terms later negotiated by the Borrower and the Lender off of the Website).
- No Publicly-viewable Private Information. No Loan Project may contain any Private Information (as defined below) of a Borrower in any section of the Loan Project that is available for general public viewing. Borrowers may not include their real names, telephone numbers, addresses, email addresses, social security numbers and “D&B” D-U-N-S Number or any other information that can be used to personally identify them (“Private Information”) on any publicly-viewable section of a Loan Project. All such Private Information must be provided only in those sections which can only be viewed by a Lender after the Borrower approves that Lender’s Authorization Request (as defined below).
- No Copyrighted Material. All content of a Loan Project must be the original creation of the posting Borrower or content which the posting Borrower has the explicit legal right to use. Borrowers may not post any content that infringes on the intellectual property rights of any third party, including, but not limited to, trademarks, logos, copyrighted material such as pictures, videos, or text, patented ideas or processes, or trade secret information. Weemba assumes and accepts no responsibility over any content posted on the Website by a Borrower and makes no representation that such content does not infringe on any third party’s intellectual property rights. All Borrowers are strictly responsible for any infringing content they post on the Website. By posting on the Website, you agree to indemnify and hold harmless Weemba from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, demanded of or incurred by Weemba in connection with any claim by a third party (including any intellectual property claim) arising out of any actual or alleged breach of intellectual property rights based on any content you or anyone using your password or computer posts to the Website. Weemba may delete at any time and without prior notice any Loan Project or portion thereof which in Weemba’s sole opinion does not satisfy the criteria set forth in this section.
- No Misleading Information. All content of a Loan Project must be true, accurate, and complete, to the best knowledge of the posting Borrower. Borrowers may not post information about themselves or any Loan Project that either deceives or is meant to deceive any Lender or third party or that omits or is meant to omit material facts about that Borrower or the Loan Project relevant to a Lender’s determination of whether or not to contact the Borrower for future lending purposes. Weemba is not responsible for any misleading content by a Borrower posted on the Website. By posting on the Website, you hereby agree to indemnify and hold harmless Weemba from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, demanded of or incurred by such Weemba parties in connection with any claim by a third party (including any intellectual property claim) arising out of any actual or alleged misleading or materially incomplete information, including, but not limited to, any claim that a Lender or third party might have on the basis of reliance on such misleading or materially incomplete information.
Weemba Search Engine Optimization (“W-SEO”)
The W-SEO is a measurement that Weemba assigns to a Loan Project based on its completeness and the level of activity relating to the Loan Project. W-SEO is not an endorsement of the quality of a Loan Project; it is a measure of the completeness of it, as it was created by the Borrower, and will change through the life of a posted project. W-SEO ranking is a way for Lenders and others to see projects ranked by that measure so they can see the projects that are most complete and have the most interactivity in every category. The score is dynamic and may change through the life of a Loan Project depending, for example, on the level of interactivity between the Weemba community and the Loan Project; it can be seen next to the Loan Project’s name in the My Account page. There are several factors which are weighed and measured to calculate the W-SEO. Completeness of descriptions and other free text entry fields, attachment of requested and other optional documents and completion of the advanced search engine questions are reflected in the calculation of the score. Beyond completion of the information by the Borrower, the W-SEO calculation also reflects the interactivity of the project on the Website: page views, votes, Forum activity, the aging of the Loan Project, and even the Borrower’s response time in answering Lender Authorization Requests. The W-SEO has nothing to do with the viability of a Loan Project or its attractiveness to Lenders; a high W-SEO will not necessarily correlate to Authorization Requests from Lenders; nor will a low W-SEO necessarily translate to an absence of such requests.
CONTENTS OF WEBSITE AND GENERAL INTELLECTUAL PROPERTY
All content and other materials you may view on, access through, or contribute to the Website is the property of Weemba or of the original creator of the material and is protected by applicable U.S. and international intellectual property laws and treaties.
No Representation Regarding Content. All information and content are posted “as is” and Weemba does not guarantee, either expressly or as may be implied by law, that they do not violate any third party rights, that they are all posted by a person with legal title to the same, or the accuracy, adequacy, completeness, timeless, merchantability, fitness or integrity of the same, whether for general purposes or for a particular purpose (including for the purpose of evaluating potential borrowing or lending opportunities).
Removal of Content: Weemba reserves the right to remove any content that purports to agree and/or settle on the terms of a loan, divulges Personal Information, or includes material which infringes on Weemba’s rights or the rights of any third party or that is deemed offensive or inappropriate by Weemba.
Weemba Trademarks. Weemba (including the Weemba logo), Weemba.com, and all related logos (collectively the “ Weemba trademarks”) are trademarks or service marks of the Weemba group of companies. Other company, product, and service names and logos used and displayed on this Website may be trademarks or service marks owned by Weemba or others. Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Weemba trademarks displayed on this Website, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Website unless in accordance with written authorization by us. Weemba prohibits use of any of the Weemba trademarks as part of a link to or from any Website unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Weemba trademarks, or whether any mark or logo is a Weemba trademark, should be referred by e-mail to email@example.com or by regular mail to Weemba USA, Inc., 420 Lincoln Road, Suite 406, Miami Beach (33139), Florida, USA; Attention: Martin Arriola.
COPYRIGHT AND TRADEMARK NOTICES
If you believe that a person using the Website has infringed your trademark or copyright or other intellectual property rights, you should attempt to resolve the dispute directly with such person. If you have a good-faith belief that any materials on the Website infringe your intellectual property rights AND you are unable to secure voluntary removal of such allegedly infringing materials from the User within a reasonable period of time, employing commercially reasonable intellectual-property-right enforcement procedures, please provide the following information by e-mail to firstname.lastname@example.org or by regular mail to Weemba USA, Inc., 420 Lincoln Road, Suite 406, Miami Beach (33139), Florida, USA; Attention: Martin Arriola:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark or other intellectual property;
- a description of the copyrighted work, trademark or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Website, with enough detail to allow us to locate it;
- your 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 or intellectual property owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or duly authorized to act on the copyright or intellectual property owner’s behalf;
it being understood, however, that Weemba is under no obligation to remove any allegedly infringing content from the Website, discipline any User who posts allegedly infringing content to the Website, take any action at all, or even issue a response to you in regards to the alleged infringement. Weemba appreciates notification of such alleged infringement and will attempt to conduct a good-faith investigation into the allegations, notwithstanding the fact that Weemba is under no obligation to do so, to perform any action that may follow naturally from the results of any such investigation, or to report the results of any such investigation to you.
The Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is expressly excluded or would be contrary to applicable law or regulation. By offering services through this Website, no distribution or solicitation is made by Weemba to any person to use the Website in jurisdictions where the provision of the Website and the services is prohibited by law.
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
Under no circumstances shall Weemba or its affiliates or its third party providers and their respective officers, directors, shareholders, employees or agents be liable, directly or indirectly, for any of the following:
(i) any 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 tort arising or relating in any way to the use or inability to use the Website or any third-party site to which this Website 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, whether foreseeable or unforeseeable, even if Weemba is advised of the possibility of such damages, losses or expenses;
(ii) any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the information, Services or content on the Website provided by Weemba or third parties or of any financial services or other goods or services provided by third parties;
(iii) any changes Weemba may make to the content or Services provided through the Website, or for any permanent or temporary cessation in the provision of such content or Services (or any features of the contents or Services);
(iv) your failure to provide Weemba with accurate account information;
(v) your failure to keep your password or account details secure and confidential; and
(vi) any loss or damage of any sort incurred as a result of any business dealings with, or as the result of the presence of, any Weemba member or third party that uses the Website, including without limitation any loss or damage associated in any way with the provision to you of a loan or other financial instrument or service contemplated or offered to be provided to you via the Website or which resulted from your meeting of or interaction with a Lender or other third party on the Website.
In the event that some jurisdictions do not allow the limitation or exclusion of liability to the extent provided in these terms and conditions, Weemba’s liability will be limited to the maximum extent permitted by law.
You hereby agree and acknowledge that Weemba provides no assurances that the Website will be operational 24 hours a day 365 days a year.
WEEMBA DOES NOT ENDORSE OR ACCEPT OR ASSUME RESPONSIBILITY FOR ANY BORROWER, ANY LOAN PROJECT OR ANY LENDER.
If a Community Member wishes to leave Weemba, it may do so at any time by editing the preferences on the “My Account” page. If a Community Member chooses to leave Weemba, his Community ID, posts in Weemba’s general Forums and posts in other Users Loan Project Forums will be kept, along with any auditing trace of the Community Member. All other information, including but not limited to, drafts of Loan Projects with attached files, if applicable, saved search filters configurations and registered email address will be deleted or overwritten with “void.”
Except as otherwise provided above, any notices to Weemba regarding the Website must be in writing and sent by e-mail to email@example.com or by regular mail to Weemba USA, Inc., 420 Lincoln Road, Suite 406, Miami Beach (33139), Florida, USA; Attention: Martin Arriola. All notices and other communications to you shall be given by email to your registered email address or will be posted on the Website, and shall be deemed to have been duly given and effective upon transmission or posting. You also agree to notify Weemba if your registered email address changes, and you agree to update your registered residence address, mailing address and telephone number on the Website if your address or telephone number changes.
GOVERNING LAW AND DISPUTE RESOLUTION
DUN AND BRADSTREET PROVISIONS
All Borrowers and Lenders who wish to either have Weemba order a credit score from Dun and Bradstreet (“D&B”) on their behalf or to view a Dun and Bradstreet credit score of a Borrower on the Website must sign the End User Agreement with D&B. In the case of Borrowers, they shall be deemed to accept all terms of the End User Agreement every time they choose to include their D&B credit score in any Loan Project. In the case of Lenders, they will be deemed to accept all terms of the End User Agreement at the time of registration.
A. D&B User Notice
“THE INFORMATION IS PROVIDED FOR YOUR INTERNAL USE ONLY AND MAY NOT BE COPIED OR REDISTRIBUTED FOR ANY REASON. THE INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE INFORMATION IS THE INTELLECTUAL PROPERTY OF THE PROVIDER OR ITS INFORMATION PROVIDERS. IN NO EVENT WILL THE PROVIDER OR ITS INFORMATION PROVIDERS BE LIABLE IN ANY WAY WITH REGARD TO SUCH INFORMATION. YOUR USE OF THE INFORMATION MUST IN ALL CASES COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.”
B. D&B User Notice Modifications
Credit score provided by Equifax is only to be used by responsible commercial financial personnel in connection with ID verification and initial screening.
Without limiting the above, the credit score provided by Equifax is NOT to be used, under any circumstances, to:
(i) make decisions to extend credit to business applicants,
(ii) review an existing account or credit relationship with business customers or otherwise manage risk associated with such customers;
(iii) evaluate applications for accounts intended to be used primarily for personal, family or household purposes;
(iv) to identify the risk or identity of, or prevent fraud in connection with consumer, family, household or individual personal accounts; or
(v) to locate former or delinquent holders of accounts intended to be used primarily for personal, family or household purposes.
LENDER RELEASES WEEMBA, EQUIFAX AND EQUIFAX’S AGENTS, EMPLOYEES, AFFILIATED CREDIT REPORTING AGENCIES AND INDEPENDENT CONTRACTORS FROM LIABILITY, EVEN IF CAUSED BY ANY NEGLIGENCE, IN CONNECTION WITH THE CREDIT SCORE AND/OR ANY INFORMATION FURNISHED BY EQUIFAX AND FROM ANY LOSS OR EXPENSE SUFFERED BY LENDER RESULTING DIRECTLY OR INDIRECTLY FROM SUCH INFORMATION OR CREDIT SCORE. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING ANY COMPUTER SYSTEM, MACHINERY, EQUIPMENT, MATERIALS, PROGRAMMING AIDS OR OTHER ITEMS UTILIZED IN CONNECTION WITH OR RELATED TO, ANY LICENSED DATA FURNISHED BY EQUIFAX TO WEEMBA OR TO ANY CUSTOMERS. THE LICENSED DATA AND THE MEDIUM ON WHICH THEY ARE PROVIDED ARE NOT GUARANTEED TO BE ACCURATE OR COMPLETE AND MAY CONTAIN ERRORS. EQUIFAX PROVIDES THE LICENSED DATA AND INFORMATION ON AN “AS IS”, AS AVAILABLE BASIS. In no event shall EQUIFAX be liable FOR THE ACCURACY OR THE LICENSED DATA OR FOR ANY punitive, special, indirect or consequential loss or damages of any kind whatsoever (including but not limited to lost profits).