LedgerFunding

Terms of Use

Last Updated: June 22, 2022

The website located at www.ledgerfunding.com (the “Site”) is a copyrighted work belonging to LedgerFunding, Inc. (“LedgerFunding”, “Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. All references to the Site in these Terms includes all Content and Services available on the Site. For purposes of these Terms, “you“ or “your“ means the person(s) using this Site, and/or the Services, both in such person’s individual capacity and in such person’s capacity as an employee or agent of another individual or entity, if applicable (including Customer and any representative of the Customer).


THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE WORKING CAPITAL MARKETPLACE SERVICES (“SERVICES“) OFFERED ON THE SITE THAT MAY BE ACCESSED BY REGISTERING FOR AN ACCOUNT (AN “ACCOUNT“) ON THE LEDGERFUNDING PORTAL (THE “PORTAL“). BY ACCESSING OR USING THE SITE (INCLUDING REGISTERING FOR AN ACCOUNT AND ACCESSING THE PORTAL), YOU: (1) ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF, THE ENTITY THAT YOU REPRESENT, OR THE COMPANY OR ORGANIZATION IDENTIFIED AS THE CUSTOMER IN THE LEDGERFUNDING PORTAL (THE “CUSTOMER“)); (2) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF, THE ENTITY THAT YOU REPRESENT, OR THE CUSTOMER); AND (3) AGREE THAT SUCH CUSTOMER WILL BE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF ANY INDIVIDUALS OR OTHER USERS WHO REGISTER FOR, ACCESS OR USE THE SERVICES THROUGH YOUR ACCOUNT. YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE OR SERVICES.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 11.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. ACKNOWLEDGEMENT

1.1 The Services provide a marketplace for working capital funding. LedgerFunding DOES NOT, as part of the Services, the Site, or otherwise:

(a) Guarantee funding of any kind;

(b) Provide financial or investment advice;

(c) Make any financing or credit decisions; or

(d) Issue commitments or any financing agreements.

1.2 LedgerFunding is not a financial institution, as defined in 15 U.S.C. § 6809 or otherwise.

2. ACCESS TO THE SITE

2.1 License to the Site. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal or internal business purposes.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site (“Content“); (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site, or otherwise attempt to discover any Services source code or underlying proprietary information; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) you will use the Services in accordance with any documentation or instructions supplied by us. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any Content) must be retained on all copies thereof.

2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.

2.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, its Content, the Services and all enhancements, modifications and improvements thereto are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the licenses expressly set forth herein. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. The Services may incorporate third party software, which is used subject to licenses from the respective owners. The protections given to LedgerFunding under these Terms also apply to the suppliers of this third party software, who are intended third party beneficiaries of these Terms.

3. ACCESS TO THE SERVICES

3.1 Account Registration and Security. You understand that you will need to create an Account to have access to the Services. You will provide accurate, current and complete information (including about the Customer and Customer’s users) in any registration or other Account-related forms on the Portal accessed at https://access.ledgerfunding.com/supplier, https://access.ledgerfunding.com/buyer, and https://access.ledgerfunding.com/funder (“Customer Information“) and agree to maintain the security of your username(s) and password(s). You will maintain and promptly update the Customer Information to keep it accurate, current and complete. YOU UNDERSTAND THAT ANY PERSON WITH YOUR USERNAME(S) AND PASSWORD(S) MAY BE ABLE TO ACCESS YOUR ACCOUNT (INCLUDING CUSTOMER INFORMATION AND OTHER CUSTOMER DATA. YOU ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS TO YOUR ACCOUNT BASED ON THE SHARING OR LOSS OF A USERNAME AND PASSWORD. You will promptly notify LedgerFunding if you discover or otherwise suspect any security breaches related to your account or the Services, including any unauthorized use or disclosure of a username or password.

3.2 License to the Services. Subject to these Terms, Company grants Customer a non-transferable, non-exclusive license, during the Term, to use the Services for its internal use only. The “Term” means the period in which Customer may use the Services as specified on the Portal, unless otherwise agreed to by Company.


3.3 Additional Obligations.

(a) Customer hereby agrees to provide suggestions, comments or other feedback to LedgerFunding with respect to improving the Services as LedgerFunding shall request (collectively, “Feedback”). Notwithstanding anything to the contrary, LedgerFunding shall be free to use, disclose, reproduce, license, distribute, and otherwise commercially exploit the Feedback provided to it with respect to its products and services as it sees fit, entirely without obligation or restriction of any kind.

(b) Customer shall promptly report to LedgerFunding any problems with the Services.


3.4 Confidentiality. Company and Customer agree to abide by the terms of the Nondisclosure Agreement previously entered into by the parties (the “NDA”), if applicable. In the event that the parties have not entered into an NDA covering the subject matter of these Terms, Customer agrees that any non-public information regarding the Services provided or made accessible hereunder, and these Terms and Content are part of Company’s confidential information. Customer will not disclose Company confidential information to any third party other than its employees or agents who have a business need to know and who are bound by written confidentiality obligations to Customer not to disclose the confidential information that are substantially similar to this Section 3.4. This obligation of confidentiality will not apply to information which Customer can show by contemporaneous documentation to be (i) rightfully available to the public; (ii) rightfully received by Customer from a third party without breach of a duty to Company; (iii) independently developed by Customer’s employees without access to the Services; or (iv) rightfully known to Customer prior to first receipt from Company while not under a contemporaneous duty of non-disclosure. Customer acknowledges that the Services, their performance, evaluation results, features and mode of operation, as well as all internal documentation, specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data relating to the Services are the proprietary information of Company. Customer will not publish or disclose to others any results of any benchmarking or other tests run on the Services without the prior written consent of Company. Customer will return or destroy any Company confidential information upon LedgerFunding’s request. In the event that Customer destroys the Company confidential information, Customer will provide a written certification of destruction signed by an authorized officer of Customer.

3.5 Representations and Warranties. Customer hereby warrants, represents and covenants as follows: (i) in the performance of its obligations and use of the Services, Customer will not violate any applicable laws or infringe the proprietary or privacy rights of any third party; (ii) the information and other data (including Personal Data) that Customer transmits, processes and receives in connection with the use of the Services provided hereunder complies and will at all times during the Term comply with all applicable laws and do not and will not infringe the proprietary rights or privacy rights of any third parties; and (iii) it does not currently provide services that compete with the Services and will not at any time in the future use any of the Services or any other confidential information (as defined in the NDA or in Section 3.4, as applicable) for the provision of any services that compete with the Services.

4. INDEMNIFICATION

You agree to indemnify and hold Company (and its affiliates and their respective officers, directors, licensors, suppliers, service providers, employees, contractors, and agents) harmless, including reasonable costs and attorneys’ fees as well as amounts finally awarded in a settlement or by a court, from any claims, liabilities, expenses incurred or demand made by any third party due to or arising out of (a) your use of the Site or the Services, (b) your violation of these Terms, (c) your, Customer’s, or any Customer representative’s violation of applicable laws or regulations, (d) your violation of any third party right, including without limitation any right of privacy, publicity rights, or intellectual property rights, (e) your negligence or willful misconduct, or (f) any other party’s access and use of the Service with your unique username, password, or other appropriate security code. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. For any Customer, Company will give such Customer: (a) control of the defense and settlement thereof, provided that any settlement shall be subject to Company’s prior written approval; and (b) reasonable assistance in such defense or settlement, for which Customer shall reimburse Company for any costs and expenses. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5. PRIVACY

Data collection and use, including data collection and use of personally identifiable information, is governed by Company’s Privacy Policy (available at https://www.ledgerfunding.com/privacy-policy/) which is incorporated into and is a part of these Terms.

6. CUSTOMER PERSONAL DATA

6.1 Customer Data. Customer may provide Personal Data to LedgerFunding in the course of using the Services only if: (a) disclosure of such Personal Data is necessary for Customer’s exploitation of the Services; (b) Customer has all consents, rights and authorizations necessary to provide LedgerFunding with such Personal Data; (c) such Personal Data is collected by Customer and disclosed to LedgerFunding pursuant to and in accordance with Customer’s applicable privacy policies and (d) Customer’s provision of such Personal Data to LedgerFunding and LedgerFunding’s retention and use of such Personal Data by LedgerFunding as contemplated under these Terms does not and will not violate any applicable Customer privacy policy or any applicable laws. “Personal Data” means the personal data made available to LedgerFunding as a result of the Services provided to Customer and has the meaning set forth in any applicable law pertaining to Personal Data, personal information, and/or personally identifiable information.

6.2 Data License. Customer hereby grants LedgerFunding an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify, distribute and display Customer data (i) in connection with providing the Services to Customer and (ii) for evaluating and improving the Services and/or developing new features, products, tools, and content, and for market research.

7. THIRD-PARTY LINKS & ADS; OTHER USERS

7.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

7.2 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).

8. DISCLAIMERS

THE SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING, WITHOUT LIMITATION, PREVENTION OF UNAUTHORIZED ACCESS), TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. YOU FURTHER ACKNOWLEDGE THAT THE PURPOSE OF THE SERVICE IS TO FACILITATE FINANCING BETWEEN BORROWERS AND THIRD PARTY FUNDERS. LEDGERFUNDING IS NOT ACTING AS A FUNDER UNDER THESE TERMS AND HAS NO LIABILITY FOR THE ACTS OR OMISSIONS OF SUCH THIRD PARTY FUNDERS. THE FOREGOING DISCLAIMERS ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

9. LIMITATION ON LIABILITY

IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, LOST REVENUE, MACHINE USE, BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, ANY INFORMATION PROVIDED, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES, REGARDLESS OF THE NATURE OF THE ACTION OR UNDERLYING LEGAL THEORY (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY), EVEN IF COMPANY, ITS SUPPLIERS AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU, CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE THOUSAND DOLLARS ($1,000 USD). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THESE LIMITS. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THESE TERMS MAY BE BROUGHT BY YOU OR CUSTOMER MORE THAN ONE YEAR AFTER THE END OF THE TERM. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

THE FOREGOING LIMITATIONS IN THIS SECTION 9 ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

10. TERM AND TERMINATION

10.1 For any user accessing the Site, subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, and Sections 3 through 11.

10.2 For any user with an Account (including a Customer or Customer representative), the term of these Terms will commence when you electronically accept these Terms and will continue until terminated in accordance with these Terms. These Terms may be terminated by any party for any reason or no reason upon written notice to another party, and in any case will terminate at the end of the Term for any reason. Company may extend the Term upon written notice to Customer. Upon termination, the license granted hereunder shall terminate and Company may terminate Customer’s access to and use of the Services immediately and without notice. Upon termination for any reason, Customer shall immediately return to Company any and all documents, notes and other materials regarding the Services including, without limitation, all proprietary information of Company and all copies and extracts of the foregoing. Any terms by which their nature imposes an obligation after termination shall survive termination of these Terms, including but not limited to confidentiality, disclaimer of warranties, limitation of liabilities, indemnification, and controlling law.

11. GENERAL

11.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of 30 calendar days following our dispatch of an e-mail notice to you (if applicable) or 30 calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site and Services. Continued use of our Site or Services, or accessing the Portal following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If you do not agree to the new terms, you must cease your use of the Services and close your Account.

11.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company, and affects your rights and how claims that you and Company have against each other are resolved. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. This Section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Company agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: LedgerFunding, Inc., 1216 Broadway, 2nd Fl., New York, NY 10001. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than USD $10,000.00 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is USD $10,000.00 or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York, for such purpose.

11.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. You agree to comply with the U.S. Foreign Corrupt Practices Act, as applicable.


11.4 Disclosures. Company is located at the address in Section 11.16. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

11.5 Electronic Communications. The communications between you and Company use electronic means, whether you use the Site, the Services or send us emails, or whether Company posts notices on the Site, the Portal, or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

11.6 Entire Terms. These Terms, our Privacy Policy, if applicable, any agreement you or Customer has signed with Company relating to the subject matter hereof, and, if applicable, the NDA, constitute the entire agreement between you and us pertaining to the subject matter hereof, and supersedes any and all prior proposals, negotiations, communications, and agreements, written or oral (except the NDA) previously existing between the parties pertaining to the subject matter hereof. Without limiting the generality of the foregoing, in the event of a conflict between the Terms and any other agreement between the parties, such other agreement, then the NDA, then these Terms will govern with respect to any component of the Site and the Services.

11.7 No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. No waiver of a breach of these Terms will be valid unless in writing. Waiver by either party in the exercise of any of its remedies, shall not constitute a subsequent waiver of such terms and conditions or a waiver of any default or remedy.

11.8 Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.LedgerFunding, Inc.


11.9 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.10 Relationship of the Parties. Your relationship to Company is that of an independent contractor. These Terms will not establish any relationship of partnership, joint venture, employment, franchise, or agency between you and Company. You shall not, and will have no power to, bind Company or incur obligations on Company’s behalf.

11.11 Governing Law. These Terms, and all matters arising out of or relating to these Terms, will be governed by and construed with the laws of the State of New York, without regard to that jurisdiction’s choice of law rules. Further, for any action arising out of or related to these Terms and to the extent the provisions in the Section titled Dispute Resolution do not apply, you consent to the exclusive jurisdiction and venue of the courts located in New York County.

11.12 Non-Assignability. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you, in whole or in part, whether voluntarily or by merger, consolidation, sale, or otherwise by operation of law, without Company’s prior written consent. And any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign and transfer these Terms. The terms and conditions set forth in these Terms shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

11.13 Copyright/Trademark Information. Copyright © 2022 LedgerFunding, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

11.14 Interpretation. These Terms will not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of these Terms.

11.15 Notices. Any notice or other communication required or permitted under these Terms must be in writing in English and will be deemed given three (3) business days after it is sent by registered or certified mail, return receipt requested and postage prepaid, one (1) business day after it is sent via reputable nationwide courier service, or upon personal delivery. Notices to Customer may be sent to the address set forth in Customer’s Account or other address provided to LedgerFunding in the registration process for the Services. All notices to LedgerFunding shall be sent to the address in Section 11.16 (Contact Information). Either party may change its address by giving the other party written notice in accordance with this Section 11.15. Notice may also be sent by electronic mail provided that it is also provided in accordance with one other method described above within three (3) business days.

11.16 Contact Information:
LedgerFunding, Inc.
1216 Broadway, 2nd Fl.
New York, New York 10001
Telephone: +1 (844) 902-1147
Email: info@ledgerfunding.com