Last Updated: February 23, 2023
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 (a) Customer (as defined below) and any representative of the Customer and (b) Buyer (as defined below) and any representative of the Buyer).
PLEASE BE AWARE THAT SECTION 12 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND LEDGERFUNDING HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS. SECTION 12 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND LEDGERFUNDING BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT IN ACCORDANCE WITH THESE TERMS: (1) YOU AND LEDGERFUNDING WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1.1 The Services provide a technology platform to connect you with commercial financial companies (the “Funders”). There are some important limitations to our Services described below, so please read them carefully.
1.2 Customers may use the Services to obtain non-lending financial services from Funders such as purchasing accounts receivables, offering factoring products, or providing other non-loan financial services (the “Funder Services”). Funders are not permitted to offer loan or lending products through the Platform. Customers may invite Buyers to use the Services to authenticate and/or verify any invoices or receivables in connection with the Funder Services. LedgerFunding does not in any way endorse the Funders or Funder Services, or accept liability thereto. The Services and Platform accessible to you are solely limited to the technology software and related services that enable Customers, Buyers, and Funders to transact with one another.
1.3 LedgerFunding DOES NOT, as part of the Services, the Site, or otherwise:
(a) Provide funding, financing, or financial services itself; funding of any kind;
(b) Guarantee in any way funding or financing from the Funders;
(c) Provide financial or investment advice;
(d) Enable or permit Funders to provide loan or lending products on the Platform;
(e) Authenticate the veracity of any invoices or receivables;
(f) Make any financing decisions on behalf of itself, the Funders, any third party; or
(g) Issue commitments.
1.4 LedgerFunding is not a financial institution, as defined in 15 U.S.C. § 6809 or otherwise.
2.1 Account Registration and Security. When you register for the Services, you may be able to access Company’s network of Funders via the Platform, as further described in Section 1 above. 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 (a) the Customer and Customer’s users and (b) Buyer and Buyer’s users) in any registration or other Account-related forms on the Platform accessed at https://www.ledgerfunding.com/login/ (“Customer Information” or “Buyer Information”, as applicable) and agree to maintain the security of your username(s) and password(s). You will maintain and promptly update the Customer Information or Buyer Information, as applicable 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 (A) CUSTOMER INFORMATION AND OTHER CUSTOMER DATA AND (B) BUYER INFORMATION AND OTHER BUYER 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.
2.2 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 and the Services solely for your own personal or internal business purposes.
2.3 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.
2.4 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.
2.5 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.
2.6 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.
3.1 You may have the opportunity to provide suggestions, comments or other feedback to LedgerFunding with respect to improving the Services as LedgerFunding may request from time to time (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. You hereby irrevocably waive all right to and interest in any Feedback you may provide.
3.2 You shall promptly report to LedgerFunding any problems with the Services.
3.3 Representations and Warranties. You hereby warrant, represent and covenant as follows: (i) in your performance of your obligations and use of the Services, you will not violate any applicable laws or infringe the proprietary or privacy rights of any third party; (ii) the information and other data that you transmit, process and receive 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; (iii) you do 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 of Company for the provision of any services that compete with the Services; and (iv) you will not circumvent or bypass, or attempt to circumvent or bypass, the Platform or the Services to transact directly with a Funder, for any reason whatsoever.
You agree that any non-public information regarding the Services provided or made accessible hereunder constitute Company’s confidential information. In addition, the network of Funders—including names, identities, business strategies, funding policies, contact information, and any other nonpublic information about the Funders—that is made available to you via the Platform or the Services shall constitute Company’s confidential information. You 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 consistent with those set forth herein. This obligation of confidentiality will not apply to information which you can show by contemporaneous documentation to be (i) rightfully available to the public; (ii) rightfully received by you from a third party without breach of a duty to Company; (iii) independently developed by your employees without access to the Services; or (iv) rightfully known to you prior to first receipt from Company while not under a contemporaneous duty of non-disclosure. You acknowledge 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. You 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. You will return or destroy any Company confidential information upon LedgerFunding’s request. In the event that you destroy the Company confidential information, you will provide a written certification of destruction.
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, investigations, lawsuits, liabilities, expenses incurred or demand made by any third party (“Claim”) due to or arising out of (a) your use of the Site or the Services, (b) your violation of these Terms, (c) your, Buyer’s, Customer’s, or any Buyer or 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, (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 or (g) any Claim arising between you and Funders and/or Buyers or otherwise related to any transaction between you and such entities. You agree not to settle any matter without the prior written consent of Company. Company will give you: (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 you 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.
You hereby grant LedgerFunding an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify, distribute and display any information, text, data, content and/or other materials that you upload, transmit, or otherwise make available through the Services (i) in connection with providing the Services to you and (ii) for evaluating and improving the Services and/or developing new features, products, tools, and content, and for market research.
8.1 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.
8.2 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).
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 SERVICES IS TO FACILITATE TRANSACTIONSBETWEEN CUSTOMERS 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. FOR THE AVOIDANCE OF DOUBT, LEDGERFUNDING HAS NO LIABILITY FOR ANY INFORMATION OR PERSONAL DATA PROVIDED BY CUSTOMERS OR BUYERS. THE FOREGOING DISCLAIMERS ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
CUSTOMERS, BUYERS AND FUNDERS ARE SOLEY RESPONSIBLE FOR UNDERTAKING THEIR OWN, INDEPENDENT DILIGENCE AND BUSINESS DECISIONS PRIOR TO ENTERING INTO ANY AGREEMENT WITH ONE ANOTHER. COMPANY IS PROVIDING THE PLATFORM SOLELY TO CONNECT SUCH INDIVIDUALS AND IS NOT RESPONSIBLE FOR ANY BUSINESS OR LEGAL DILIGENCE OR CONSIDERATIONS THAT MAY BE APPROPRIATE FOR USERS TO UNDERTAKE OR EVALUATE PRIOR TO ENGAGING IN ANY TRANSACTION.
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. COMPANY SHALL HAVE NO LIABILITY IN CONNECTION WITH YOUR INTERACTIONS WITH, OR THE ACTIONS OF, THIRD PARTIES OR OTHER USERS OF THE SERVICES, INCLUDING WITHOUT LIMITATION FUNDERS, CUSTOMERS, OR BUYERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU, CUSTOMER, BUYER 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, BUYER 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 10 ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
11.1 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.
11.2 For any user with an Account (including (i) a Customer or Customer representative or (ii) a Buyer or Buyer 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 you. Upon termination, the licenses granted hereunder shall terminate and Company may terminate your access to and use of the Services immediately and without notice. Upon termination for any reason, you 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, arbitration, disclaimer of warranties, limitation of liabilities, indemnification, and controlling law.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.
12.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and LedgerFunding agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and LedgerFunding may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or LedgerFunding may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
12.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and LedgerFunding. If that occurs, LedgerFunding is committed to working with you to reach a reasonable resolution. You and LedgerFunding agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and LedgerFunding therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to LedgerFunding that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to firstname.lastname@example.org or regular mail to our offices located at 1216 Broadway, 2nd Fl., New York, NY 10001. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
12.3 Waiver of Jury Trial. YOU AND LEDGERFUNDING HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and LedgerFunding are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.4 Waiver of Class and Other Non-Individualized Relief. YOU AND LEDGERFUNDING AGREE THAT, EXCEPT AS SPECIFIED IN THE SECTION ENTITLED “BATCH ARBITRATION,” EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and LedgerFunding agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or LedgerFunding from participating in a class-wide settlement of claims.
12.5 Rules and Forum. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and LedgerFunding agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and LedgerFunding otherwise agree, or the Batch Arbitration process discussed in the Section entitled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and LedgerFunding agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the Section entitled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.
12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. 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 award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
12.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or LedgerFunding need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and LedgerFunding agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against LedgerFunding by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by LedgerFunding.
You and LedgerFunding agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
12.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: LedgerFunding, Inc., 1216 Broadway, 2nd Fl., New York, NY 10001, and via e-mail to: email@example.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your LedgerFunding Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
12.11 Invalidity, Expiration. Except as provided in the Section entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with LedgerFunding as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12.12 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if LedgerFunding makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to LedgerFunding at 1216 Broadway, 2nd Fl., New York, NY 10001 and e-mailing firstname.lastname@example.org, your continued use of the LedgerFunding Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the LedgerFunding Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. LedgerFunding will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
12.13 Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof, and the United States of America, including the Federal Arbitration Act. Further, for any action arising out of or related to these Terms and to the extent the provisions in this Section do not apply, you consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.
13.1 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 Platform 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.
13.2 Compliance with Applicable Laws. You agree that your use and access of the Platform, Site, and Services is in compliance with all applicable laws, including anti-corruption, anti-money laundering, and export control and trade sanctions laws, rules, and regulations of the United States and all other applicable jurisdictions and includes, without limitation, compliance with the U.S. Foreign Corrupt Practices of 1977, as amended, the U.S. Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry (“BIS”) and U.S. trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Trade Laws”). You represent and warrant that you are not (i) identified on, or owned or controlled (directly or indirectly) by, or acting on behalf of, any person identified on, any U.S., UK, EU, or other applicable prohibited party list (including, without limitation, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, which are administered by OFAC, the Entity List, Denied Party List, and Unverified List, which are administered by BIS, the sanctions lists administered by the UK His Majesty’s Treasury, and the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions); (ii) located, organized, or resident in a country or territory that is, or becomes subject to, an embargo by the United States, the United Kingdom, the European Union, or other applicable jurisdictions (such embargoed jurisdictions currently being Cuba, Iran, North Korea, Syria, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine) (collectively, “Embargoed Countries”); and (iii) owned or otherwise controlled (directly or indirectly) by, or acting on behalf of, any person located or resident in an Embargoed Country. You agree that you shall not use or access the Platform, Site, or Services for any purposes prohibited by U.S., UK, EU, or other applicable laws.
13.3 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 Platform, 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
13.5 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.
13.6 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”.
13.7 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.
13.8 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.
13.9 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.
13.10 Copyright/Trademark Information. Copyright © 2023 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.
13.11 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.
13.12 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 you may be sent to the address set forth in your 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 13.14 (Contact Information). Either party may change its address by giving the other party written notice in accordance with this Section 13.13. 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.
13.13 Contact Information:
1216 Broadway, 2nd Fl.
New York, New York 10001
Telephone: +1 (844) 902-1147