Investor Terms of Use

January 8, 2018

As a condition to using Funding Circle’s website and resources, you must agree to the following terms and conditions of use. If you do not agree to these terms and conditions, you are prohibited from using this website and must exit this website immediately.

Summary

Funding Circle USA, Inc. and its affiliates (collectively Funding Circle, we, or us)1 own and operate www.fundingcircle.com/us/invest, www.fundingcircle.com/us/investors, www.fundingcircle.com/us/investor_signups, and their subdomains (the Website). By using the Website you acknowledge and agree to accept and adhere to the following terms and conditions as stated in this agreement (this User Agreement), along with the terms and conditions as stated in our Investor Privacy Policy. Other websites, including websites for Funding Circle USA, Inc. have their own terms of use which may differ from this policy. Users means anyone who accesses or uses the Website or the Resources. Resources means the Website and, without limitation, all text, data, source code, software, photos, images, information, resources, services, products, tools, and other information on the Website (collectively, the Resources).

We reserve the right to change or amend this User Agreement from time to time without notice. All changes shall be effective upon posting. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. We may terminate, suspend, change, or restrict your access to all or any part of the Website without cause, notice, or liability.

User Eligibility

The Website and the Resources are solely intended to be accessed and used by persons qualified as Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, and, for individuals, of age eighteen (18) years and over. Any access or use of the Website or the Resources by any natural person under eighteen (18) years of age or non-Accredited Investor is unauthorized, unlicensed, and in violation of this User Agreement.

By using the Website, the Resources, or any related services, you represent and warrant that:

  1. if you are a natural person acting on your own behalf, you are an Accredited Investor in your own right and are eighteen (18) years of age or older;
  2. if you are acting on behalf of an entity, the entity: (1) is an Accredited Investor in its own right, (2) authorized you to accept the terms and conditions of this User Agreement on the entity’s behalf, and (3) agrees to indemnify Funding Circle for any violations of this User Agreement; and
  3. contains any type of unauthorized or unsolicited advertising; and
  4. in all cases, you, and as applicable, each entity you are acting on behalf of, will abide by all the terms and conditions contained in this User Agreement.

Funding Circle may, in its sole discretion, refuse access to and use of the Website to any person or entity. Further, Funding Circle may, in its sole discretion, change the terms of this User Eligibility at any time.

Securities Offered

The securities offered by Funding Circle are suitable only for Accredited Investors who are familiar with and are willing to accept the risk associated with private offerings. You understand that investing in securities offered by Funding Circle, which are sold through private placements, requires that you have a high risk tolerance, low liquidity concerns, and a long–term investment horizon. You further understand that the value of such securities can rise as well as fall, and that successful past performance does not guarantee successful future performance. Securities offered by Funding Circle are not insured, may lose value (in part or in their entireties), and are not otherwise guaranteed or insured by SIPC or Funding Circle.

Unless specifically indicated otherwise, none of the information available through any portion of the Website is an offer to buy or sell, or an attempt to solicit the buying or selling of, any investment products or other financial product or service, an official confirmation of any transaction, or an attempt to provide any investment recommendation, advice, or service. Further, no information available on the Website and the Resources constitutes financial, legal, or tax advice. You may choose to invest in a security offered by Funding Circle on the Website without accessing all portions of the Website, and you assume any risk arising from such incomplete information. The information contained in the Website has been prepared without reference to the suitability of any particular User’s investment requirements or financial situation.

The Website, the Resources, and other products and services described on the Website are not available in jurisdictions and/or to clients where the provision or use thereof would not comply with applicable laws, or where Funding Circle is not authorized to provide such information or services.

Limitations of Use and Compliance with Laws

You agree to use the Website and the Resources only for the purposes (a) permitted by the terms and conditions of this User Agreement, (b) permitted by applicable laws, regulations, and generally accepted online practices and guidelines; and (c) of evaluating potential investment opportunities.

You may review personal information (including credit data) posted by or relating to small businesses and their respective guarantors on the Website, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of such small businesses and their respective guarantors. You may not reproduce any personal information (including credit data). Further, you represent and warrant that: (a) you do not have the ability to match any personal information (including credit data) posted by or relating to a small business and its respective guarantor(s) to the identity of any individual; (b) you will not make any attempt to obtain data permitting you to match any personal or commercial information (including credit data) posted by or relating to a small business and its respective guarantor(s) to the identity of any individual or business; (c) you will not accept any information from any third party that permits such a match; and (d) you will make no such match.

Engaging in any activity that disrupts or interferes or attempts to disrupt or interfere with the Website or the Resources, including the servers and/or networks to which the Resources are located or connected, is strictly prohibited. Attempting to copy, duplicate, reproduce, sell, trade, or resell the Website or the Resources is strictly prohibited.

Access to Resources

In order to access certain Resources and any securities listed by Funding Circle on the Website, you may be required to provide certain information about yourself and/or each entity you are acting on behalf of as part of the registration process. Such Funding Circle listings are available only to those authorized access by us (each, an Authorized User). Obtaining authorization may require, without limitation, the completion of accredited investor and suitability questionnaires, background screening, identification verification, and other such information we may require. You agree that any information you provide for such purposes will be accurate, correct, and current. You further agree to maintain and promptly update information provided for such purposes should any information so provided materially change.

You are responsible for maintaining the confidentiality of any login information associated with any account you use to access the Funding Circle listings. Only Authorized Users with a valid login and password are authorized to access the Funding Circle listings. You may not share your login information with anyone not authorized by Funding Circle to use your account.

Further, you are responsible for all activities that occur under your account. Accessing (or attempting to access) any of the Website or the Resources by any means other than through the means we provide is strictly prohibited and you agree not to access (or attempt to access) the Website or the Resources through any automated or unconventional means without our written consent. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you and/or other person(s) with access to your account.

Consent to Doing Business Electronically (Consent)

Affirmative Consent

Because Funding Circle operates principally on the internet, you will need to consent to receive communications and transact business with us online and electronically. This section informs you of your rights when receiving notices, disclosures, documents, reviews, analyses, information, communications, or other materials (collectively Communications) from us electronically, including IRS Form 1099 (an IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an IRS Form 1099)). By accessing this Website, you certify that you understand the requirements stated herein and consent to transact business electronically. You hereby agree that we may, at our sole discretion, deliver all Communications concerning you, your business, or Funding Circle, including, without limitation, information, required or permitted to be provided to you and/or your business under this User Agreement or any other agreement between you and/or your business and Funding Circle by means of email, posting on the Website, or other means of electronic communication. You will keep us informed of any change in you or your business’s email or mailing address so that you can continue to receive all Disclosures in a timely fashion. You have the right to receive a free paper copy of any Communication by contacting us in the manner described below.

Withdrawing Consent

You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. However, you acknowledge that we may continue to deliver Communications electronically to you after you withdraw consent that are either 1) relevant to our concluding any transactions that occurred while you were a User, or 2) required by law. Because we operate as an online lending platform, if you withdraw consent while your business has a pending loan application, we reserve the right to terminate that application. The withdrawal of your consent will not affect the legal validity and enforceability of any business transacted between us prior to the time you withdraw your consent, including this User Agreement or any other agreements. Any other further Communications after you withdraw consent, including Communications related to any pending loan applications, will be sent by mail to the business address provided or by other non-electronic means. We may discontinue providing electronic Communications at any time in our sole discretion.

If you withdraw your consent to receive Communications electronically, we will confirm your withdrawal and its effective date in writing by email. As to Communications related specifically to IRS Form 1099, any withdrawal of consent will only take effect for the calendar year in which it is made so long as such withdrawal is made before November 1 of such calendar year. We will subsequently provide IRS Forms 1099 by paper to the mailing address you have provided (as updated).

Paper Copies

Any Communications will be provided to you and/or your business electronically either on our Website or via electronic mail to the email address you provide(d). If you require paper copies of such Communications, you may contact us as provided below and a paper copy will be sent to you at no charge. A request for a paper copy of any Communication will not be considered a withdrawal of your consent to receive Communications electronically.

How to Contact Us regarding Electronic Disclosures

You can contact us via email at investor.relations@fundingcircle.com or by calling us toll-free at (855) 849-1940. You may also reach us in writing to us at Funding Circle, 747 Front Street, Floor 4 San Francisco, CA 94111, Attention: Compliance.

  1. To withdraw your consent to receive communications electronically, please label your email or letter, or preface your call with: Withdrawing Consent
  2. To update the email address at which you receive communications electronically or your mailing address, please label your email or letter, or preface your call with: Updated Email Address or Updated mailing address (as applicable)
  3. To request paper copies, please label your email or letter, or preface your call with: Paper Copies

Hardware/Software Requirements

Before you decide to do business electronically with us, you should consider whether you have the following required hardware and software capabilities. To access and retain the Communications electronically, you will need to use a device with an internet connection, an up-to-date browser (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher) capable of opening portable document formats (PDF), a valid email address that has been provided to Funding Circle, and a printer or an ability to save electronic Communications to your personal computer or device. You acknowledge that you can receive and access electronic Communications in the designated format(s) described herein, or other effective manner. For access and optimal printing of your loan documents in PDF format, please download Adobe Reader (to install the free version of Adobe Reader click here: http://get.adobe.com/reader/otherversions/).

If you are accessing our Website electronically through a mobile device, such as a tablet, smartphone or similar device, you must be able to print and save the transmitted Communications. You can find apps that support printing and saving for most mobile devices through your mobile device’s app store. If your mobile device does not have this functionality, you must access our Website through alternate means that provide you with the ability to print and save the Communications.

You agree to print a copy of this Consent for your records and you agree and acknowledge that you can access, receive and retain all Communications electronically sent via email or posted on the Website.

Content Posting

We may provide links to various social media services. You understand that we do not pre-screen or monitor the content posted by Users of the open communication tools on these social media services, and it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools made available on the social media services, you agree that you will not upload, post, share, or otherwise distribute any content that:

  1. is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
  2. infringes on any trademark, patent, trade secret, copyright, or any other proprietary right of any party;
  3. contains any type of unauthorized or unsolicited advertising; and
  4. impersonates any person or entity, including any Funding Circle employees or representatives.

We have the right, in our sole discretion, to remove any content that we feel does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party copyrights or trademarks. You hereby consent to the removal of any content we may choose to remove, and you consent to waive any claim against us. We are not responsible for any delay or failure in removing any content.

We do not assume any liability or guarantee the accuracy of any content posted by you or any other third party Users. Any content posted by you using any open communication tools on the social media services, provided that it does not violate or infringe on any third party copyrights or trademarks, becomes the sole property of Funding Circle, and as such, gives us exclusive rights to reproduce, modify, adapt, translate, publish, publicly display, and/or distribute as we see fit.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Indemnification

You agree to indemnify and hold harmless Funding Circle, and each of their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement, your use of the Website or the Resources, or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.

Privacy

Your privacy is very important to us, which is why we have created a separate Privacy Policy governing the Website to explain how we collect, manage, process, secure, and store your private information. Our Privacy Policy is included under the scope of this User Agreement. Our Privacy Policy is available here.

Electronic Communication Privacy Act notice: Funding Circle makes no guarantee of confidentiality or privacy with respect to any information or data displayed on the Website, stored on Funding Circle’s equipment, transmitted over networks controlled or accessed by Funding Circle, or otherwise connected to your use of the Website, the Resources, and any website linked thereto.

Limitation of Warranties

The website and resources may contain technical errors, typographical mistakes, or other inaccuracies. Funding Circle does not undertake the responsibility to update or amend the website or the resources or to provide support for your use of the website or the resources. unless otherwise expressed, the website and the resources are provided as-is, without any warranty and Funding Circle expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, any implied warranties and conditions of merchantability, fitness for a particular purpose or non-infringement, or any warranty that the website or the resources are accurate, adequate, or free of viruses or other harmful components.

Furthermore, you understand and agree that:

  1. any content downloaded or otherwise obtained through the use of the Website or the Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices or any loss of data that may result from the download of such content; and
  2. no information or advice, whether expressed, implied, oral or written, obtained by you from Funding Circle (and each of their agents or representatives) or through the Website or the Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement

Limitation of Liability

Under no circumstances will Funding Circle be liable for any damages including 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 negligence arising or relating in any way to the use or inability to use by any party of the website, the resources, or any third–party website 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, even if Funding Circle or its representatives are advised of the possibility of such damages, losses, or expenses. Funding Circle is not liable for any defamatory, offensive, or illegal conduct of any user. your sole remedy for dissatisfaction with this website is to stop using the website. if your use of materials from this website results in the need for servicing, repair, or correction of equipment or data, you assume any costs thereof. if the foregoing limitation is found to be invalid, you agree that Funding Circle’s total liability to you for all damages, losses, or causes of action of any kind or nature shall be limited to the amount you paid, if any, for the use of the website.

Copyrights/Trademarks

All content and materials made available by Funding Circle, including, but not limited to, the Website, Resources text, graphics, website name, code, images, and logos are the intellectual property of Funding Circle or the original creator of the material, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to, the reproduction, distribution, display, or transmission of any content on this Website is strictly prohibited, unless specifically authorized in writing by Funding Circle.

Other Agreements

In addition to this User Agreement, you may enter into other agreements with us that will govern your use of the Website or the Resources. If there is any contradiction or conflict between this User Agreement and another agreement you enter into with us applicable to the Website or the Resources, the other agreement shall take precedence in relation to the specific aspects of the Website or the Resources.

Severability

If any part, term, or provision of this User Agreement is held to be illegal, in conflict with any law, or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if this User Agreement did not contain the particular part, term, or provision held to be illegal or invalid.

Termination of Use

You agree that we may, at our sole discretion, limit, suspend, or terminate your access to all or part of the Website and/or the Resources without notice and cause. Any suspected illegal, fraudulent, or abusive activity is also grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination of this User Agreement, your right to access or use the Website and the Resources will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

Headings and Section References

Headings of the articles and sections in this User Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Governing Law; Arbitration

This User Agreement shall be construed and governed in accordance with the laws of the State of California, excluding conflicts of law provisions. Unless otherwise agreed in writing, any action or dispute relating to this User Agreement shall be finally resolved by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator, then AAA shall select the arbitrator. Any judgment awarded may be entered in any court of competent jurisdiction. You agree that you may bring claims against Funding Circle only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Contact Information

If you have questions regarding this User Agreement or the Website, please contact us by email at investor.relations@fundingcircle.com.

1Affiliates include Funding Circle Securities, LLC, a broker-dealer registered with the SEC and a member of FINRA and SIPC