This website (“CapNexus”) is owned and operated by Partners for the Common Good, Inc. (referred to as “PCG”, “We,” “Us,” or “Our”). You are registering to use certain services and features that are available only to registered users through CapNexus (the “Services”). By registering or using the Services, You are agreeing to be bound by this CapNexus Registered User Agreement (“User Agreement”). Please read this User Agreement carefully prior to registering or using the Services.
This User Agreement is effective between the person who clicks on the “I Agree” button below (referred to as “You” or “Your”) and PCG as of the date on which You click on the “I Agree” button below (the “Effective Date”). If You click on the “I Agree” button below in the capacity as an employee or representative of a company, corporation, partnership, limited liability company, or other business entity, the terms “You” and “Your” used in this User Agreement include and apply to the company, corporation, partnership, limited liability company, or other business entity by which You are employed or which You represent.
In consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound by this User Agreement, You and We agree as follows:
Eligibility Qualifications
The Services involve posting or accessing information about community development lending opportunities between Eligible Users, as described in the Eligibility Questionnaire (“Eligibility Questionnaire”), and are not available to the general public. You must complete the Eligibility Questionnaire as part of the registration process. To access or use the Services, You must satisfy and attest to the conditions outlined in the Eligibility Questionnaire.
Authorized Use/Grant of Limited License
You may only use the Services as set forth in this User Agreement and as described on CapNexus. Subject to the foregoing, We grant You a limited, revocable, non-exclusive, non-transferable license to use the Services for which you subscribe for Your business purposes only. You agree that You will not sublicense or provide access to the Services to any third parties without Our prior written consent. We reserve the right, in Our sole discretion and without prior notice or any liability to You, to discontinue or alter the Services or any features of the Services including, without limitation: (i) restricting the time of availability of the Services; (ii) restricting the availability or scope of the Services for certain types of computers, operating systems, or domain names; (iii) restricting the amount of access to or use of the Services that will be permitted; (iv) restricting or terminating Your or any other user’s right to access and use the Services; and (v) changing system hardware and software. Except as otherwise expressly agreed between You and Us, the presentation and positioning of any content provided to Us by You for display on CapNexus, or submitted by You on CapNexus, shall be within Our sole and absolute discretion. We reserve the right to refuse, without any notice to You, to provide access to or use of the Services to You or to any individual or entity associated with You.
Use Restrictions
Compliance. You may use the Services only in compliance with all applicable laws, rules, and regulations and this User Agreement. You are also subject to the Terms of Use (“Terms of Use”).
Limited Sharing. You may copy, print, store, display, analyze, modify, reformat, transmit, share, and disclose information obtained or derived through Your use of the Services only for Your lawful business use, only in accordance with all applicable laws and regulations, including all information privacy and information security laws and regulations, only in accordance with the Non-Disclosure Policy (“Non-Disclosure Policy”), and only consistent with Your rights to access and use such information.
No Assignment. You will not assign this User Agreement without Our prior written consent. This User Agreement and all of its provisions will be binding upon and inure to the benefit of You and Us and will be binding upon each party’s agents, consultants, subcontractors, directors, officers, partners, principals, and employees.
Non-Transferable. You will not publish, share, disclose, sell, or transfer rights in information obtained by You through the Services, in any format, in whole or in part, to any third party without Our prior written consent, unless You have the demonstrable right, independent of this User Agreement, to do so. You will not alter, delete, obscure, remove, or otherwise change in any way any legends or notices that may be included or provided with any such information, whether in electronic or hard copy format. You will not use the Services in a manner that commercially competes with Us. You will not share use of the Services with, or provide access to the Services to, third parties, including those involved in joint venture arrangements with You, without Our prior written consent. You will not use the Services or provide or use any information obtained or derived through Your use of the Services in a way that (i) infringes upon any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (ii) violates any law or regulation (including without limitation the laws and regulations governing information privacy or information security, unfair competition, anti-discrimination, or false advertising); or (iii) is defamatory, trade libelous, or unlawfully threatening or harassing.
Remedies. You acknowledge that any unauthorized access to the Services or any unauthorized use or disposition of any information obtained or derived through Your use of the Services could cause irreparable harm and significant injury to Us in such a way that may be difficult to ascertain and for which we may not be adequately compensated in damages in an action at law. Accordingly, You agree that We will have the right to seek an immediate injunction in the event of any breach of this User Agreement, in addition to any other remedies that may be available to Us at law or in equity. In the event of any legal action brought by Us to enforce the provisions of this User Agreement, We will be entitled, if We prevail and in addition to any other relief granted, to recover from You the costs and expenses of such enforcement, including reasonable attorneys’ fees.
Warranties, Disclaimers, and Limitation on Liability
You agree that We are not liable for any damages whatsoever for any special, indirect consequential, or incidental damages or damages from lost profits, loss of revenue, or loss of use arising out of or related to the Services or their content, without regard to whether such damages arise in contract, negligence, tort, or otherwise, even if We have been advised of the possibility of such damages. Neither PCG nor any of its service providers, affiliates, agents, directors, employees, or representatives will be liable to You or any other person for damages of any type that arise out of or are related to the Services, their use, and their content. Our liability is limited to that outlined in this User Agreement.
You acknowledge that We do not conduct any analysis, due diligence, or perform other types of screening of credit worthiness, reputation, or any other aspect of the lending and borrowing opportunities posted in the CapNexus database or of any person that may post information in the CapNexus database. We do not endorse any person using the Services. The Services and their content are provided “AS IS” and with all faults. To the fullest extent permitted by applicable law, We do not represent or endorse the accuracy or reliability of information posted on or accessed through the Services. We cannot guarantee that information provided by a user is complete, accurate, or error free. You bear the entire risk as to satisfactory quality of information posted or obtained through the Services, and You acknowledge that any reliance on the Services and their content shall be at Your sole risk.
Indemnification
You agree to indemnify, defend, protect, and hold harmless PCG and Our service providers, affiliates, agents, directors, employees, and representatives from and against any losses, liabilities, damages, penalties, fines, forfeitures, judgments, fees, costs, and expenses, including, without limitation, attorneys’ fees, relating to any claim, demand, defense, allegation, or assertion, including by any third party, based on or grounded upon, resulting from or relating to (i) your access to and use of the Services, (ii) a breach by You of this User Agreement or any warranty made by You in this User Agreement, or (iii) Your failure to perform Your obligations, duties or agreements in compliance with the terms of this User Agreement.
Severability
If any provision of this User Agreement is held for any reason to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of this User Agreement, and this User Agreement will be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
Your Obligations and Responsibilities
Account Information. You agree to provide accurate, current, and complete information about You and Your organization when You register and to maintain and promptly update such information as necessary.
Security. You agree to maintain the security of Your username and password and to not permit any unauthorized person or entity to access or use the Services with any password or username assigned to or chosen by You. You may access and use the Services through only the password and username assigned to or chosen by You. You will not allow access to the Services through any terminals located outside of Your business premises, except You may allow employees and agents remote access via a secure remote access facility. You are solely responsible for, and You will be liable to Us and to any affected third parties for, all damages, losses, fines, penalties, or other costs or expenses resulting from or relating to all access to and use of the Services by means of Your computer equipment or network or by means of the username and password assigned to or chosen by you, whether or not You have knowledge of or authorize such access or use. You will promptly notify Us of any known or suspected unauthorized use, loss, theft, or other breach of security of your account, username, password, credit card information, or other data.
Posting Information. If You choose to post information about a borrowing or lending opportunity, You agree to provide accurate, current, and complete information and to maintain and promptly update such information as necessary. You further represent that by posting such information You and Your firm have all rights, licenses, and authority necessary to post, promote, execute, and enter into the transaction.
No Misleading Actions. In accessing or using the Services, You agree that You will not take any actions that are misleading, unfair, deceptive, or that violate any laws or the rights of third parties.
Offline Activity. Transactions must be finalized between parties directly offline. The Services are intended only to bring together various parties for the purpose of sharing initial information. No transactions shall be closed on or through CapNexus or using the Service. All parties are responsible for conducting their own due diligence, analysis, and negotiations; making independent decisions; and executing transactions offline. As such, You acknowledge that We are not liable for any errors or omissions by any party to a transaction featured, posted, or otherwise accessed through the Services.
Audit and Enforcement. Upon request, You will allow Us or Our agents to review or audit Your records, files, processes, and controls related to this User Agreement. You will promptly respond to Our requests for information or documentation related to Your performance and obligations under this User Agreement. In addition, you acknowledge and agree that We may investigate any reported or suspected violation by You of this User Agreement, and that We may take any appropriate action that We deem appropriate in light of such investigation. Such action may include, but is not limited to, issuing a warning to You and/or suspending or terminating Your access to Services. We also reserve the right, but we have no obligation, to report to appropriate law enforcement officials, regulators or other third parties any of Your activity that We suspect may violate any law, regulation or order.
Interactive Features
The following provisions apply to Your use of any of our Services that allow You to participate in any interactive feature of CapNexus. You agree that when you use such Services, you will not do any of the following:
Upload or transmit any message, data, information, text or other material ("Content") that, in Our sole opinion, is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, vulgar, malicious, harassing, threatening, harmful, abusive, inflammatory, inappropriate, invasive of privacy or publicity rights, or otherwise objectionable.
Upload or transmit any Content that, in Our sole opinion, would constitute or encourage a criminal offense, violate the rights of any party, or otherwise create liability or violate any applicable law, regulation or order.
Upload or transmit any Content that, in Our sole opinion, may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. You agree that, when you post any Content, you are representing and warranting to Us that you have the lawful right to distribute and reproduce the Content.
Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
Without Our prior written permission, distribute or publish unsolicited promotions, advertising or solicitations for goods or services.
You further acknowledge and agree that We will have the right, but not the obligation, to monitor any and all activity and Content associated with CapNexus and to remove, screen, edit or refuse to post any Content that, in Our sole opinion, violates these provisions or is otherwise objectionable.
Governance and General Purposes
Entire Agreement. This User Agreement, together with the Eligibility Questionnaire, Terms of Use, Non-Disclosure Policy, and Privacy Policy, constitute the entire agreement, and supersede all prior written agreements, oral agreements, communications, and understandings with respect to the use of the Services.
Modifications of User Agreement. We may revise, modify or change the terms of this User Agreement at any time without prior notice to You. You will be bound by the terms of this User Agreement as they appear on CapNexus each time you access and use the Services.
Termination. The term of this User Agreement will commence on the Effective Date and will continue until this User Agreement is terminated by You or by Us. You acknowledge and agree that We have the right to suspend or terminate Your use of, or otherwise block Your access to, the Services for any reason or no reason and without any notice to you. You may terminate this User Agreement for any reason or no reason by providing written notice of termination to Us by mail at: Partners for Common Good, Inc., 1444 Eye Street N.W., Suite 201, Washington DC 20005 or by e-mail at capnexus@pcgloanfund.org. You understand and agree that, if You terminate this Agreement, You will no longer have access to the Services.
Subscription Fees
You hereby authorize Us to charge the subscription fees associated with the Services for which you subscribe as set forth on CapNexus (i) to a credit card provided by You; (ii) through a written invoice that may be delivered to you electronically or via U.S. Postal Service; or (iii) other payment means We may establish. We, at Our sole discretion, may establish, change, waive, or otherwise modify the subscription rates. You will be notified within a reasonable period of time of any pending changes to such fees. Unless You terminate this User Agreement in the manner described in this User Agreement, We will automatically renew Your subscription at the then-current fees by charging Your credit card we have on file (if applicable). All fees are non-refundable.
Governing Law and Choice of Venue
You agree that this User Agreement, and all causes of action relating in any way to the Services (including but not limited to claims under contract, for torts or any other basis of liability) will be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflicts or choice of law provisions. You also agree that the federal and local courts in the District of Columbia will have exclusive jurisdiction and will be the exclusive venue for all causes of action relating in any way to CapNexus.