This Agreement supersedes any previous agreement to which you and Spes Nova may have been bound. This Agreement may be modified by Spes Nova in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by Spes Nova on the Website (as indicated by the posted update date). Your participation in the Programs and use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications. If you do not agree with any such modifications, please immediately terminate your registered Spes Nova account, if any, as outlined in Section 9 below, and please immediately stop participating in the Programs and accessing and using the Website.
This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns. Spes Nova has the right to delegate, assign and otherwise transfer any or all of its rights and duties under this Agreement. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
1. Participation in the Programs
Spes Nova manages the Website to match you and other persons (each, a "Lender" and, collectively, "Lenders") with under-banked or low-income borrowers in various countries (each, a "Borrower" and, collectively, "Borrowers") in need of affordable capital. In most instances, these Borrowers are considered "high risk" by traditional lenders for a variety of factors, including, but not limited to, the Borrowers' lack of credit history, the use of the loan proceeds for entrepreneurial endeavors including investment in a "start up" business, and the geographic location(s) including the risk of financial instability and foreign exchange rate fluctuations. Spes Nova also manages the Website to match you and other persons (each, a “Buyer” and, collectively, “Buyers”) with micro- and mid-sized entrepreneurs in various countries (each, a “Seller” and, collectively, “Sellers”) to purchase various products.
By participating in the Lending Program, you hereby acknowledge and agree that (a) Spes Nova makes no representation, warranty, covenant or guarantee that any funds you lend to a Borrower via the Website will be repaid in whole or in part, (b) loans and other similar transactions made via the Website (each, a "Loan") are unsecured and bear a high risk of non-repayment and (c) given your financial situation and objectives, you will lend only those amounts on the Website that you can afford to lose. Loans made via the Website are philanthropic in nature with no offered rate of return and, as such, are not intended as, and cannot be considered as, an investment in a financial instrument or security.
By participating in the Purchasing Program, you hereby acknowledge and agree that (a) Spes Nova makes no representation, warranty, covenant or guarantee that any goods purchased via the Website (each, a “Purchase” and, collectively, “Purchases”) will meet all specifications depicted on the Website, (b) any goods purchased via the Website may not arrive within a particular time frame nor be delivered in undamaged condition, and (c) given your financial situation and objectives, you will purchase only those goods on the Website that you can afford not to receive. Goods purchased via the Website are philanthropic in nature and are not protected under United States or other consumer protection laws.
1.1. Loan Disbursement. You understand that Loans are not made directly to Borrowers and that Spes Nova identifies existing domestic and international organizations (each, a "Field Partner" and, collectively, "Field Partners") that work in underbanked or low-income communities and generally have a stated mission to reduce poverty by providing affordable working capital to underbanked or low-income borrowers. Loan requests are posted in cooperation with such Field Partners and are, before being listed on Spes Nova, converted to US Dollar amounts as necessary and then rounded up to the nearest US Dollar increment of 25, to help streamline the Loan transaction process. Funds loaned by you, the Lender, will be delivered to Field Partners for ultimate disbursement to, or backfilling of Loans to, the Borrower(s) you have selected or that you have allowed Spes Nova to select on your behalf. In certain cases, Borrowers may receive goods and services funded by Loan amounts, such as agricultural packages, from Field Partners, instead of the monetary amount of the Loan. A Field Partner may voluntarily choose to pre-fund your Borrower in the short-term from its own funds in anticipation of receiving your Loan amounts as backfill. This helps reduce the time the Borrower needs to wait until the Loan is funded on the Website and the funds are delivered on a net billing basis to the Field Partner. Spes Nova serves as a middle-man in the process and aggregates funds from multiple Lenders via the Website and delivers 100% of these funds on a net billing basis (excluding the interest earned, if any, on such funds while they are held in a Spes Nova user loan funds account, which interest is contributed to fund Spes Nova's operations) to the Field Partner(s) for disbursement to the Borrowers selected by Lenders for funding on the Website. Please note that some Field Partners require mandatory savings as part of their transaction process to serve as collateral, which savings may help ensure that Borrowers are able to accumulate cash and represent a good risk. In certain cases, mandatory savings (and fees) are netted by Field Partners against the Loans forwarded by Spes Nova.
The process of disbursement to a Borrower in a particular country, however, may vary from the standard disbursement structure just described. Currency and other national or local regulations may require a different philanthropic funding structure in some countries. In such cases, instead of Loan funds being forwarded directly to the corresponding Field Partner, Spes Nova may, for example, have to transact with other intermediaries, such as the Field Partner's U.S.-based affiliates or other third parties licensed in the particular country to transact in foreign currencies, to structure a different indirect funding process to enable a Borrower to ultimately be supported by a Loan from you.
Field Partners are solely responsible for screening and selecting each Borrower (including, without limitation, posting requests for Loans on the Website) and making all Loan disbursements, and Spes Nova expressly disclaims any responsibility to screen or select any Borrower or any Field Partner or monitor the disbursement of Loan proceeds from the Field Partner(s) to the Borrower(s). Spes Nova and its Field Partners shall have no liability whatsoever with respect to such screening or selection of Borrowers or Field Partners and the disbursement of Loan proceeds from the Field Partner(s) to the Borrower(s), and you shall hold Spes Nova and its Field Partners harmless from, any and all liabilities with respect to, or resulting from such screenings, selections and disbursements.
1.2. Loan Collection and Repayment. Loans are repaid directly by the Borrower(s) to the Field Partner(s). As Borrowers repay the Loans, the Field Partner(s) will post a record to the Website of such repayments actually received by the Field Partner(s), and it is the responsibility and obligation of the applicable Field Partner(s) to pay over such collected Loan payments to Spes Nova. Repayments may be made in periodic installments or at the end of the loan, depending on the terms of the applicable Loan. Except as may be provided below, any amounts actually received by Spes Nova from a Field Partner(s) as repayment by the applicable Borrower(s) will be distributed among the Lenders on a pro rata basis in accordance with the amounts loaned by such Lenders to such Borrower(s). These distributions may, in Spes Nova's sole discretion, be made periodically or in one lump sum once 100% of all Loan proceeds for a particular Loan have been received by Spes Nova. Furthermore, please note that timing of distributions to Lenders of any collected repayment may vary and may be materially impacted because of circumstances that, in Spes Nova's sole judgment, require Spes Nova to conduct further reviews with respect to the collected repayments. If, for any reason, the Field Partner(s) are unable to collect Loan repayments directly from the Borrowers or if Spes Nova, for any reason, is unable to collect Loan repayments directly from the Field Partner(s), repayment of your Loan amounts could be at risk of partial or total delay or non-repayment and a loss of some or all of your principal could occur. You hereby acknowledge and agree that neither the Field Partner(s) nor the Borrower(s) will have direct contractual obligation or liability to pay you any principal and that Spes Nova is obligated to repay only such Loan principal to the extent actually received by Spes Nova from a Field Partner with respect to a Borrower (subject to the conditions noted above). None of Spes Nova, its Field Partner(s) or any Borrower will have any obligation to pay interest on the Loan or other fees or amounts (other than as expressly set forth above) to you or any other Lender in connection with any Loan you make. You should note that both Spes Nova and its Field Partners charge interest and fees to Borrowers. Spes Nova charges fees only as far as necessary to cover its operating expenses.
1.3. Principal Loss Scenarios. You understand and hereby consent (without any prior notice thereof) to any restructuring of the repayment plan for your Loan and/or, in Spes Nova's sole discretion, any extension of the length of the term of your Loan in order to increase the chances that your Loan is repaid or that amounts of your Loan are repaid. Spes Nova will generally deem a Loan to be in default if Spes Nova determines that collection of funds from a Field Partner for such Loan is doubtful or a repayment on the Loan is six (6) months past the originally scheduled repayment date (for any expected repayment, including interim repayments), although case by case differences may exist based on pending prospects for repayment of the Loan. In cases where a Loan is in default, and subject to the distribution timing provisions noted above, each applicable Lender will have the option to recover whatever principal has been repaid up to that point.
If for any reason less than 100% of your Loan is repaid, you agree that Spes Nova and its Field Partners shall have no liability therefor, and you hereby release and forever hold harmless Spes Nova and its Field Partners for any loss you may incur. You should consult with your accountant and/or tax advisors to determine the appropriate tax treatment of such a loss.
1.4. Purchases. You understand that Purchases are not made directly from Sellers and that Spes Nova identifies existing domestic and international organizations (each, a "Business Development Partner" and, collectively, "Business Development Partners") that work in low-income communities and generally have a stated mission to reduce poverty by providing access to broader markets for low-income manufacturers. Offered goods are posted in cooperation with such Business Development Partners and are, before being listed on Spes Nova, converted to US Dollar amounts. Amounts paid for Purchases made by you, the Buyer, will be delivered to Business Development Partners for ultimate disbursement to the Seller(s) for the goods you have selected. Spes Nova serves as a middle-man in the process and aggregates funds from multiple Purchasers via the Website and delivers 100% of these funds on a net billing basis (excluding the interest earned, if any, on such funds while they are held in a Spes Nova user loan funds account, which interest is contributed to fund Spes Nova's operations) to the Buinsess Development Partner(s) for disbursement to the Sellers for goods selected by Buyers on the Website.
The process of disbursement to a Seller in a particular country, however, may vary from the standard disbursement structure just described. Currency and other national or local regulations may require a different philanthropic funding structure in some countries. In such cases, instead of Purchase funds being forwarded directly to the corresponding Business Development Partner, Spes Nova may, for example, have to transact with other intermediaries, such as the Business Development Partner's U.S.-based affiliates or other third parties licensed in the particular country to transact in foreign currencies, to structure a different indirect funding process to enable a Seller to ultimately be supported by a Purchase from you.
Business Development Partners are solely responsible for screening and selecting each good and Seller (including, without limitation, posting goods for Purchase on the Website), making all Purchase disbursements and ensuring the ultimate delivery of Purchases to you, and Spes Nova expressly disclaims any responsibility to screen or select any Seller or any Business Development Partner or monitor the disbursement of Purchase proceeds from the Business Development Partner(s) to the Seller(s) or delivery of Purchased goods from the Seller(s) to you. Spes Nova and its Business Development Partners shall have no liability whatsoever with respect to such screening or selection of Sellers, Business Development Partners or goods and the disbursement of Purchase proceeds from the Business Development Partner(s) to the Seller(s), and you shall hold Spes Nova and its Business Development Partners harmless from, any and all liabilities with respect to, or resulting from such screenings, selections, disbursements and deliveries.
1.5. Tax Deductibility. You understand that Spes Nova is a non-profit corporation. Spes Nova has received exemption with the Internal Revenue Service as an organization that qualifies as a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. Outright donations of money to Spes Nova may be eligible as tax deductions in connection with a charitable contribution to a tax-exempt public charity, depending on your individual tax situation. You acknowledge, however, that to the extent you are only making a Loan and/or a Purchase and not donating any money, you are not eligible to receive a tax deduction as might otherwise be available in connection with a charitable contribution to a tax-exempt public charity. You also understand that you are solely responsible for determining the proper tax treatment for any Loan and/or Purchase you make through the Website and the Programs. Spes Nova has not and will not provide any tax or legal advice to you in connection with any Loan and/or Purchase you might make. This Agreement does not attempt to define the tax implications of participating in the Programs. If you participate in the Programs, you should consult with your own accountants, tax advisors and legal advisors.
1.6. Records. Records of each Loan and/or Purchase you make (including this Agreement and any repayment and/or payment history) are kept by Spes Nova and, if you have a registered account with Spes Nova and upon your written request, will be made available to you at any time throughout the term of the Loan or until a Purchased good is received by you. The amount of funds you have available in your Spes Nova account that you have deposited and is freely available to be lent can also be accessed via your Spes Nova online account created upon registering at the Website.
1.7. Insufficient Funds. In the event that you make a Loan and/or a Purchase and your payment does not clear (e.g., an eCheck does not validly deliver to Spes Nova the full amount of the intended Loan and/or Purchase, or your payment provider reverses a payment originally intended for Spes Nova), you agree that Spes Nova may, in its sole discretion, (i) offset the amount of the insufficiently funded Loan and/or Purchase against your Spes Nova account, or (ii) withdraw and cancel your insufficiently-funded Loan and/or Purchase from your account as not paid in full.
1.8. User Account Inactivity; Instructions for Auto-Donation of Funds to Spes Nova or Auto-Withdrawal Return of Funds to User; Potential Escheatment of Funds. Spes Nova welcomes its Users' active participation in the Spes Nova Programs. However, there may be occasions when a User becomes "inactive" for an extended period of time. Therefore, Spes Nova may implement Website features pursuant to which you may instruct Spes Nova in advance as to how you wish any remaining balances in your account to be handled in the event your account were to become inactive for a period of 24 or more consecutive months -- namely, whether in such a case of User inactivity, you (i) wish to automatically donate remaining funds in your account to Spes Nova's general operating expenses to further Spes Nova's philanthropic mission or (ii) wish for Spes Nova to return remaining funds in your account to you via Spes Nova's standard account withdrawal process. In addition, in such cases of User inactivity, Spes Nova may elect to automatically terminate the inactive User account.
Upon registration on the Website, you will automatically be opted-in to instructing Spes Nova to auto-convert any remaining account balances as a donation to Spes Nova's general operating expenses to further Spes Nova's philanthropic mission if your account were to become inactive for a period of 24 or more consecutive months. Please note that you are free to change this pre-set option in your discretion and at any time in advance (although you understand any funds that have been auto-donated based on the then-existing preference setting shall not be revocable once the auto-donation has taken place).
In the event that your account shows no activity for an extended period of time and (i) you have not indicated an instruction to Spes Nova through an inactivity preference selection described above, or (ii) your instructions to have remaining balances returned to you cannot be successfully completed, whether due to invalid/incomplete information, your failure to claim the funds after thirty (30) calendar days have passed from the day Spes Nova has forwarded the funds to you, a return of funds back to Spes Nova as unclaimed after Spes Nova has attempted to forward your funds to you, or for any other reason internal or external to Spes Nova, then Spes Nova may determine it is appropriate to forward (i.e., escheat) the balance remaining in your inactive Spes Nova account to the state government of your state of residency. In such a case, Spes Nova will determine your residency based on the state listed in your mailing address information that may have previously been made available to us. If your address is unknown or is outside of the USA, Spes Nova may then find it is appropriate to forward (escheat) your funds to the State of New York. If your funds are escheated to a state authority, you would have to contact the relevant state's unclaimed property administrator to reclaim such funds.
2. Proprietary Rights
"Spes Nova", the "Spes Nova" logo and other Spes Nova graphics, logos, designs, page headers, button icons, scripts, names and branding are trademarks, service marks or trade dress of Spes Nova ("Spes Nova Marks"). Spes Nova Marks may not be used, including, without limitation, as part of trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Spes Nova. Spes Nova or its licensors own and retain all proprietary rights in the Programs, the Website and all content, material and information posted, uploaded, transmitted or otherwise shared by Spes Nova thereon (collectively, "Content"). The Website and Programs contain the copyrighted material, trademarks and other proprietary information of Spes Nova and its licensors. You may display and make limited copies of the Content (other than the Spes Nova Marks) for your personal, non-commercial use in connection with your participation in the Programs (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy, transmit or use any Content or other such proprietary information without the express, prior written permission of Spes Nova. In addition, to the extent you receive information from Spes Nova, its Field Partners, its Business Development Partners or the Borrower or Seller with respect to any Borrower or Seller, and that information is later removed from the Website (including, without limitation, due to the Loan delinquency or default of a particular Borrower or failure to deliver a Purchase by a Purchaser or the sensitive nature of particular Borrower or Seller profiles), you may not further disclose or otherwise provide such information to another party in a way that allows a personal identification of such Borrower or Seller, if such Borrower or Seller (either directly or through the corresponding Field Partner or Business Development Partner or Spes Nova) has opted to have his or her identity withheld on the Website.
If you post, upload, submit, transmit or otherwise share any messages or other content, information, images, photographs, pictures or other materials on the Website or to Spes Nova in connection with or arising from your participation in the Programs, including without limitation any feedback provided to Spes Nova (collectively, "User Generated Content"), you agree to grant, and hereby grant to Spes Nova an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute the User Generated Content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, the User Generated Content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license. In addition, you agree to release, discharge and agree to hold harmless Spes Nova from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of the User Generated Content, including, without limitation, any claims of infringement or violation of any intellectual property, moral, publicity, privacy or proprietary rights.
To file a notice of infringing material on the Website, please provide a notification containing the following details:
- Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
- Reasonably sufficient details to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
- Your contact information so that we can contact you (for example, your address, telephone number, email address);
- A statement that you have a good faith belief that the use of the material identified by you is not authorized by the copyright owner, its agent, or the law;
- A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
- Your physical or electronic signature.
Then send this notice to:
Spes Nova, Inc.
441 East Fordham Road
Dealy Hall, E513
Bronx, NY 10458
If material that you have posted to the Website has been taken down, you may file a counter-notification that contains the following details:
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
- Your name, address and telephone number;
- A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Spes Nova is located and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as generally described above; and
- Your physical or electronic signature.
Then send this notice to Spes Nova based on the contact information provided above in this Section.
The Website contains (or you may be sent through the Website) links to other web sites ("Third Party Sites"), as well as content, information, images, photographs, pictures and materials (including, without limitation, text, graphics, designs, music, sound, video, information and software) belonging to or originating from third parties ("Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Spes Nova, and Spes Nova is not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted, uploaded, transmitted or otherwise shared on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Spes Nova. If you decide to leave the Website and access a Third Party Site, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.
3. Acceptable Use
Although Spes Nova assumes no obligation to monitor the conduct of any User on or off the Website or through the Programs, it is a violation of this Agreement to use the Website or Programs, or any information obtained from the Website or Programs, in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in lender messages or joining lending teams in bad faith), (ii) prevent or exclude others, who are using the Website in compliance with this Agreement, from accessing, viewing or funding a particular Loan profile or Purchase transaction, or (iii) contact, advertise to, solicit, or sell to any User, Field Partner, Business Development Partner, Borrower, Seller, Purchaser or other person without their prior explicit consent. In order to protect such persons from such advertising, solicitation or harassment, Spes Nova reserves the right to remove content from the Website that violates acceptable use in Spes Nova's sole discretion and restrict the number of e-mails or messages that a User may send to others through the Website in any 24-hour or other period to a number that Spes Nova deems appropriate, in Spes Nova's sole and absolute discretion.
Spes Nova reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any Third Party Content, and to restrict, suspend or terminate the participation of any User or any lending team from the Website and the Programs at any time, with or without prior notice. Without in any way limiting the foregoing, it is a violation of this Agreement to post, upload, submit, transmit or otherwise share any content, including, but not limited to, written materials or images, that in Spes Nova's opinion is obscene, harassing, contains profanity, or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; contains graphic or gratuitous violence; or is defamatory, libelous, or invades another person's privacy or proprietary rights.
In consideration of your use of the Website or participation in the Programs, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Spes Nova, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree not to impersonate any person or entity.
Spes Nova is not responsible, and shall have no liability, for any incorrect or inaccurate content posted on the Website or any liability, cost or expense you may incur in connection with the Website or Programs, whether caused by any User, Field Partner, Business Development Partner, Borrower, Seller, Purchaser or other person or by any of the equipment or programming associated with or utilized in the Programs. You also acknowledge and agree that Field Partners and Business Development Partners are not liable for content created and posted on the Website. Spes Nova is not responsible for the conduct, whether online or offline, of any User of the Website or any other person. With respect to the Website and Programs, Spes Nova assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.
Under no circumstances will Spes Nova be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from any use of the Website or participation in the Programs, including without limitation any content posted, uploaded, submitted, transmitted or otherwise shared on the Website or any interactions between any Users of the Website or Programs, whether online or offline. Spes Nova does not represent, warrant, covenant, guarantee or promise any specific results from use of the Website or the Programs.
THE WEBSITE AND PROGRAMS, INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PROGRAMS, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE PROGRAMS.
Spes Nova makes no representation or warranty, express or implied, with respect to any third party data provided to Spes Nova or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Spes Nova will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Spes Nova or "force majeure" or any other cause beyond the control of Spes Nova.
5. Limitation of Liability
You understand that any and all decisions made by you with respect to the Website and Programs are yours alone. Spes Nova cannot and does not verify the accuracy of information from Field Partners, Business Development Partners, other Users, Borrowers, Sellers or Purchasers. Spes Nova shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Programs; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of making a Loan to a Borrower or Purchasing a good from a Seller or as a result (directly or indirectly) of utilizing the Programs or information received in connection with the Programs. In addition, in no event will Spes Nova be liable to you or any third person for any damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website or participation in the Programs, even if Spes Nova has been advised of the possibility of such damages, costs, losses or expenses.
6. Disputes with other Field Partners, Borrowers or Sellers
Spes Nova is not responsible for your interactions with any Field Partners, any Business Development Partners, any other User or any Borrower or any Seller or any Purchaser (even to the extent prohibited by this Agreement) and any disputes or damages that may result from such interactions.
Spes Nova reserves the right, but has no obligation, to monitor disputes between you and such persons.
7. Governing Law; Resolution of Disputes; Arbitration and Waivers
This Agreement is governed by the laws of the State of New York, USA, without regard to its choice of law or conflict of law provisions. If any dispute arises between you and Spes Nova, including, without limitation, any dispute arising from or relating to the Website or the Programs, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the American Arbitration Association in New York if the amount claimed is greater than $100 and otherwise over the telephone or in another city in which Spes Nova is located. The arbitration shall be heard and adjudicated by one arbitrator to be selected by you and Spes Nova. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by New York statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or Spes Nova may seek any injunctive relief in a state or federal court in New York, New York, as may be necessary to preserve rights pending the completion of arbitration and Spes Nova may seek any injunctive relief in a state or federal court in New York, New York, or another court of competent jurisdiction, at any time against any violations of Section 2 (Proprietary Rights) or Section 3 (Acceptable Use) of this Agreement.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND SPES NOVA HEREBY WAIVE YOUR RIGHT TO A JURY OR COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE.
You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.
You agree to indemnify and hold Spes Nova harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or participation in the Programs or arising from your breach of this Agreement.
9. Term; Termination
This Agreement will remain in full force and effect while you access or use the Website or participate in the Programs as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Programs and registered account is terminated. From time to time, Spes Nova may make features available to Users as part of the Programs. Spes Nova reserves the right, in its sole discretion, to include or cease providing these features at any time. Whether or not you are and remain eligible to participate in the Programs, use the Website or any Spes Nova services, may be determined by Spes Nova in its sole and absolute discretion. You may terminate your participation in the Programs and registered account at any time and for any reason by sending a written notice of termination to Spes Nova along with instructions for the disposition of your then-available Spes Nov Credit and any additional credits that you may receive in the future, such notice to be effective within three (3) days of receipt by Spes Nova. Spes Nova may also terminate your participation in the Programs and registered account at any time and for any reason, effective upon transmission of notice to you at the e-mail address you provide to Spes Nova. Upon such a Spes Nova-initiated termination, your available Spes Nova Credits shall be returned to you within thirty (30) days of account termination and any Spes Nova Credit you may receive in the future shall also be returned to you in due course. If your participation in the Programs and registered account is terminated by Spes Nova, you agree not to access or use the Website or participate in the Programs. If you violate this Agreement or if your participation in the Programs or registered account is terminated, Spes Nova has the right to delete your profile and remove your User Generated Content.
10. Entire Agreement; Severability
This Agreement, accepted upon your access and use of the Website or participation in the Programs and further affirmed by becoming a User, contains the entire agreement between you and Spes Nova regarding the use of the Website or the Programs. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Please contact us at the address above with any questions regarding this Agreement.