Peer Street, Inc., a Delaware corporation (“PeerStreet” or “we,” or “us,” or “our) is a crowdfunding platform engaged in peer-to-peer lending for real estate loans. By accessing or using our website at www.PeerStreet.com (the “Site”), you (“you”, “your” or the “User”) agree that you have read, understand and agree to these Terms of Service (these “Terms”) regardless of whether you have registered as a member.
Please note the following:
- The Site is intended to be used only for lawful purposes;
- During the registration process, you will be asked to confirm that you have read these Terms and agree to be bound by them;
- At various times in the future, we may revise these Terms;
- Any such revised Terms will be posted on the Site and will be effective immediately upon posting; and
- If in the future you do not agree to be bound by the revised Terms, you should stop using the Site at that time.
User Name and Password
In the registration process, you will obtain a User name and password. You are responsible for keeping your User name and password secure and confidential. You are liable for any charges, damages or losses incurred by you or us as a result of your failure to keep your User name and password confidential. If you believe there has been unauthorized use of your User name or password, you must notify us immediately in writing of any unauthorized use of: (a) any content, (b) any account; or (c) the Site that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide PeerStreet with such cooperation and assistance related to any such unauthorized use as PeerStreet may reasonably request.
To the extent you submit content to the Site, you grant to us and to all other investors a royalty-free, perpetual, irrevocable, non-exclusive, fully paid and transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, perform and display such content worldwide without restriction or compensation. Content posted in the public areas of the website may appear in public search results and may be accessed by everyone on the Internet, which you should take into consideration before submitting content to the public areas of the Site.
You hereby grant us and our contractors the right to transmit, use and disclose content posted on the Site solely to the extent necessary to provide the Services, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which we believe in good faith requires us to disclose information in preventing the death or serious bodily injury of any person.
You represent and warrant that: (a) you have all the rights in the content necessary for you to use the Service and to grant the rights in this section; and (b) the storage, use or transmission of the content does not violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the content; (b) ensure that the content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; and (c) maintain appropriate security, protection and backup copies of the content, which may include, your use of additional encryption technology to protect the content from unauthorized access. PeerStreet will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any content.
If you comply with these Terms, you will have a limited, non-exclusive, non-transferable, and revocable license to access and use both the publicly available and password protected areas of the Site, only for its intended purpose. If you comply with these Terms, you shall have a worldwide, royalty-free, non-transferable license to provide a link to the publicly available areas of the Site, if the link is provided for the intended purpose of the Site. Except as allowed specifically, you may not copy, modify, distribute, transmit, display, reproduce, publish, license, transfer or sell any content or any information included on our Site.
PeerStreet has no special relationship with or fiduciary duty to you. You acknowledge that PeerStreet has no duty to take any action regarding which Users gain access to the Site, what effect the content of the Site has on Users, or how Users interpret or use the content on the Site. You may provide content to the Site in the form of communications with us, documentation supporting diligence on you or your business, loan files, loan data, loan documentation, loan purchase documentation, and other content and documentation related to the making, selling, holding, assigning and otherwise hypothecating whole or partial loans.
You agree that you will:
- Ensure that your activities comply fully with applicable law;
- Secure and maintain any licenses, permissions or registrations necessary to your activities on the Site, with respect to any loans, and under any other agreement with us;
- Provide timely access to information requested by us as necessary to operate the Site, including, but not limited to, summaries, track record, pictures, information about your business, licensing, compliance with applicable law, including internal, external, regulatory, administrative or legal action or investigation, loan diligence information, loan documents, loan payments and credit and background checks; and
- Be liable for any cost or expense (including attorney’s fees), fines, damages or penalties incurred by PeerStreet in connection with a breach of any of the foregoing, or expended by PeerStreet in responding to a third party inquiry, demand or request relating to any loan or the foregoing.
You hereby authorize PeerStreet to (and represent that you have the right to do so):
- Provide loan information to users of PeerStreet.com (including, but not limited to, summaries, track record, pictures, diligence information, loan documents, loan payments and credit and background checks); and
- Provide information relating to you on PeerStreet.com (including, but not limited to, track record, number of loans on Site, and “skin in the game”) which may appear in public search results and may be accessed by everyone on the Internet.
PeerStreet has no obligation to include or decline to include any specific information on the Site or on PeerStreet.com with respect to any loan or lender and all content posted on the Site and on PeerStreet.com is subject to PeerStreet’s sole and absolute discretion. If you have obligations to third-party providers, you must secure their consent to the foregoing.
In the event you are prohibited from disclosing material nonpublic information through a contractual obligation or fiduciary duty, you shall so inform PeerStreet in writing. In addition, you shall immediately inform PeerStreet in writing in the event that information disclosed to PeerStreet about you or any loan is prohibited from disclosure on the Site or on PeerStreet.com, as applicable.
PeerStreet Intellectual Property
The design, features, text and graphics of the Site are copyrighted 2017 by Peer Street, Inc., all rights reserved. The images, text and all elements of the Site are our intellectual property and may not be used without our prior written permission. All third-party product names and company names or logos included on the Site are the property of their respective owners. You may not copy, modify, upload, post, transmit or distribute any material, including code, from the Site except as specifically permitted by these Terms. Unauthorized use constitutes copyright and/or trademark infringement.You may not use any part of the Site to create a similar or competing platform. Any use of the Site not specifically permitted by these Terms is prohibited and constitutes a breach of these Terms.
Marks, Logos, Marketing
You acknowledge and agree that PeerStreet may use your name, marks and logo on the Site and in promotional literature, press releases, publicity and marketing materials.ConfidentialityThe Site contains Confidential Information (as defined below) of PeerStreet and third parties. We do not allow disclosure of this information to anyone, and we do not permit you to use such information for any purpose other than participating in the Services.
“Confidential Information” is information that (a) is non-public; or (b) is designated as "confidential" by PeerStreet; or (c) a reasonable person should understand is confidential. For the avoidance of doubt, Confidential Information also includes non-public information that PeerStreet or its partners or affiliates furnish or otherwise make available to you with respect to the Services, including appraisals, reports, insurance policies, forecasts, memos, studies and any other written or electronic materials prepared by PeerStreet or its partners or affiliates. Further, Confidential Information includes information relating to partners and third-party businesses and companies, including, but not limited to, business or strategic plans, pricing, purchase and sale agreements, loan documents, information on comparable properties, vendor names, and customer lists.
Non-disclosure. You agree to not disclose any Confidential Information, and you shall not use such Confidential Information except as specifically permitted by these Terms. You agree to use at least a reasonable standard of care and diligence in safeguarding the Confidential Information.
Non-circumvent. You agree not to contact, either directly or indirectly, any vendor, third-party, partner or affiliate associated with a property, loan or loan investment listed on the Site, or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of said parties, unless such contact is made on the Site using the features of the Site, or if the contact is unrelated to any property, loan or loan investment listed on the Site. You further agree not to undertake any transaction or a series of transactions of any kind with any vendor, third-party, partner or affiliate associated with a property, loan or loan investment listed on the Site, as it relates to the property, loan or loan investment listed on the Site.
Exceptions. Your obligations in connection with Confidential Information under these Terms does not apply to Confidential Information which you can demonstrate: (i) was discovered or developed by you independently without reliance on the Confidential Information; or (ii) is required to be disclosed by law, provided that you promptly notify us so that we may have an opportunity to obtain relief in connection with such disclosure.
Reservation of Rights. Our intellectual property is protected by U.S. and international copyright and other laws, and we retain all rights with respect to the content on the Site and the Services therein provided. You agree not to publish, copy, display, modify, create derivative works from, or exploit our intellectual property except as specifically permitted herein.
We are under no obligation to monitor the information contained in or transmitted through the Site. You agree that we may monitor on the Site (a) to comply with applicable laws, regulations or other government requests; and (b) for such other purposes as we deem appropriate. We reserve the right to modify, reject or eliminate any information contained in or transmitted through the Site that we believe is unacceptable or in violation of these Terms.
Links to Other Sites
The Site may contain links or access to other websites or mediums belonging to our business partners, affiliates, advertisers, service providers and other third parties. We are not responsible for the activities and/or policies of such websites and our inclusion of such links should not be construed as an endorsement of the material on such websites. We are not responsible for examining or evaluating any third party content, products or services and we do not warrant such content, products or services. Your use of the Site to link to another site is at your own risk.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT SHALL PEERSTREET, ITS AFFILIATES OR THEIR DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF PEERSTREET IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM PEERSTREET, ITS AFFILIATES OR THEIR DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law; Arbitration
By visiting or using the Site, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. By agreeing to these Terms, you agree to submit to personal jurisdiction in Los Angeles, California for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to these Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by JAMS or by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Delaware. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either PeerStreet or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
You agree that you and PeerStreet are each waiving the right to a trial by jury or to participate in a class action. This is a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of your account with us. YOU AND PEERSTREET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Additionally, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
You understand that you may consult with counsel about agreeing to arbitration or any other of these Terms, and you agree that by using the Site, and the Services, you are voluntarily accepting these Terms.
Except for material that we license to you, we do not claim ownership of any content that is transmitted, stored or processed in your account(s).
We do not guarantee the accuracy of any content on the Site, including any third party content, market data or other information on the Site. No third party content, market data or other information on the Site is warranted or guaranteed by PeerStreet or its affiliates as to its completeness, accuracy, or fitness for a particular purpose, express or implied, and such third party content, market data and other information on the Site are subject to change without notice. PeerStreet or its affiliates may have issued, and may in the future issue, other communications that are inconsistent with, and reach different conclusions from the third party content, market data or other information presented on the Site.
With respect to User conduct or postings and third party content on the Site, we do not control nor are we responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User content or third party content on the Site. We are not responsible for the conduct, whether online or offline, of any User of the Site or the Services. We cannot guarantee nor do we promise any specific results relating to investments or any other part of the Site or the Services.
The Site or the Services may be temporarily unavailable at certain times for repair, maintenance or other reasons. We assume no responsibility for any interruption, error, omission, deletion or delay in operation or transmission, theft or destruction or unauthorized access to User communications. We are not responsible for any issues or technical malfunction of any telephone or fiber optic or cellular network, computer systems, servers or providers, computer equipment, software, including injury or damage to Users or to any other person's computer related to or resulting from downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from use of the Site or the Services, or any content on the Site, whether online or offline.
At any time, with or without notice, we have the right to change, update or enhance any content contained on the Site and any Services offered on the Site. We may add or remove functionalities or features from the Site at any time, and we may suspend or stop a Service altogether.
Digital Millennium Copyright Act
If you believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the information in writing as outlined in 17 U.S.C. 512(c)(3).
You will also promptly handle and resolve any notices and claims relating to the content, including any notices sent to you by any person claiming that any content violates any person’s rights, such as take-down notices pursuant to DMCA and any other notices.
You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512(c)(3), your DMCA notice may not be valid.
With notice to us, you may terminate your account with PeerStreet for any reason at any time. We may temporarily suspend or terminate your Site access for any reason at any time in our sole discretion, with or without notice, and without incurring liability of any kind. We may immediately suspend or terminate your account if you abuse or misuse our Site or the Services or engage in behavior that, in our sole and absolute discretion, deem contrary to the purpose of the Site. If you violate any of these Terms, we may immediately terminate your limited license to use the Site. If, in PeerStreet’s determination, the suspension might be indefinite and/or PeerStreet has elected to terminate your access to the Site, PeerStreet will use commercially reasonable efforts to notify you through the Site and/or by email. You acknowledge that if your access to the Site is suspended or terminated, you may no longer have access to the content that is stored on the Site.
You are solely responsible for your interaction with other Users on the Site. While we may monitor claims that involve you and other Users, we have no obligation to become involved. If you become involved in such a dispute, and our provision of the Services is not a substantial factor in creating such dispute, then you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or connected with such dispute.
In addition to these Terms, you are bound to the terms of each of the other agreements to which you agree as a user of the Site and the Services, including, without limitation, the Consent to Electronic Transactions and Disclosures and your Representations Regarding Use of the Platform.
You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms or your use of the Site and the Services. You agree that we can assign these Terms, in whole or in part, in our sole discretion. You may not assign your rights or obligations under these Terms without written permission from us. If any provision of these Terms is found to be invalid by any court with appropriate jurisdiction, the invalidity of such provision shall not affect the validity of the other provisions of these Terms, which shall remain in full force and effect. If we fail to act with respect to a breach of these Terms, such inaction does not waive our right to act with respect to that breach or subsequent breaches.
Except as specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in writing. We make no representation that the Site is appropriate or may legally be viewed in the nation, state, or other jurisdiction in which you are located. Access to our Site is prohibited from jurisdictions where the Site, or its content is illegal.
Peer Street, Inc.