Terms of Service
This website and service (the “Service”) is owned and operated by CNF Exchange Corporation (“CNF Exchange”, “we”, “our” or “us”).
By using the Service, you are agreeing to be bound by these Terms of Service (the “Terms of Service”). Please read these Terms of Service carefully before registering or using the Service. If you do not accept these Terms of Service, then you may not use the Service. If you are using this Service on behalf of a business entity, then you represent and warrant that you have the authority to bind such business to these Terms of Service, in which case the term “you” shall refer to both you and the business entity.
This Service allows users to provide and browse information regarding various loans, equity capital, and financial products (“Financing” or “Financing Request”) and connects parties who are seeking to obtain Financing (Borrowers and/or Brokers, hereinafter sometimes referred to jointly or severally as Borrowers) with lenders and investors seeking to provide Financing (“Funding Sources”) and enables these and other funding sources, borrowers, brokers, service providers and other parties to contribute or view information (“Other Users”).
CNF EXCHANGE IS NOT ACTING AS AN AGENT, ADVISOR, CONSULTANT, BROKER OR FUNDING SOURCE TO ANY BORROWER, FUNDING SOURCE, OR OTHER USERS. CNF EXCHANGE IS MERELY A SERVICE PROVIDER AND ALL TRANSACTIONS ARE CONSUMMATED SOLELY BETWEEN THE BORROWERS, FUNDING SOURCES, AND OTHER USERS.
1. AUTHORIZED USE OF THE SERVICE: You may only use the Service as set forth in these Terms of Service and as described on the Service. Subject to the foregoing, CNF Exchange hereby grants you a limited, non-transferable, revocable license to use the Service. You may only use the Service in compliance with all applicable laws, rules and regulations and any agreements or terms with third parties to which you are subject (“Laws”).
2. FEES AND RECURRING CREDIT CARD CHARGES: You hereby authorize CNF Exchange to charge the subscription fees set forth on the Service to the credit card provided by you. If the Service results in monthly subscription fees, unless you notify us otherwise by written request, we will renew your subscription at the then-current fees by charging your credit card on file. All fees are non-refundable.
3. YOUR OBLIGATIONS AND COMMITMENTS: You understand and acknowledge that it is solely your obligation to ensure that your use of the Service is in compliance with all Laws. While CNF Exchange may make reasonable efforts to ensure that users are providing the necessary information upon registration and may remove users or information upon becoming aware of a problem, CNF Exchange does not review any information on, or usage of, the Service for accuracy or to ensure compliance with Laws.
You may register for an account with the Service. Your Service account is for your sole, personal use, you may not authorize others to use your Service account, and you may not assign or otherwise transfer your account to any other person or entity. You may not share your account with another person. A separate account must be purchased for each user.
If you choose to register or create a Service account with CNF Exchange, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service ("Registration Data"); (b) maintain the security of your password and account; (c) maintain and promptly update the Registration Data, and any other information you provide to CNF Exchange, 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 must immediately notify CNF Exchange of any known or suspected unauthorized use(s) of your Service account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.
When you are acting as a Borrower or Other User, the following additional terms apply to you:
- All information you post regarding Financing must at all times be accurate, thorough and complete.
- You must have all rights and licenses necessary to post the Financing Request, represent the Financing Request, promote the Financing Request and transfer the Financing Request both on the Service and offline, and the foregoing shall comply with all Laws.
- You have made, and will make, all necessary disclosures, filings, payments and other actions required to comply with all Laws.
- You will complete any transactions with a Funding Source or Other User outside of the Service and you shall not hold CNF Exchange responsible for any acts or omissions of a Funding Source or Other User.
When you are acting as a Funding Source or Other User, the following additional terms apply to you:
- You must have all rights and licenses necessary to provide the Financing and engage in transactions with the Borrower.
- You have made, and will make, all necessary disclosures, filings, payments and other actions required to comply with all Laws.
- You will complete any transactions with a Borrower or Other User outside of the Service and you shall not hold CNF Exchange responsible for any acts or omissions of a Borrower or Other User.
When you are acting in any capacity on the Service, including as an Other User, the following additional terms apply to you:
- All information you post on the Service must at all times be accurate, thorough and complete.
- You will not take any actions that are misleading, unfair, deceptive or that violate any Laws or the rights of any third parties.
- You will complete any transactions with another user outside of the Service and you shall not hold CNF Exchange responsible for any acts or omissions of any other users.
4. USE OF INTERACTIVE AREAS ON THE SERVICE: The Service may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Service ("Interactive Areas"). If CNF Exchange provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. Content provided by Borrowers, Funding Sources and Other Users submitted to any public area of the Service will be considered non-confidential. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
- Content that, in the sole judgment of CNF Exchange, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Service, or which may expose CNF Exchange or its affiliates or its users to any harm or liability of any type.
Finally, CNF Exchange has a "zero-tolerance" policy towards SPAM: you may not use the Interactive Areas or the Service generally to send commercial or other messages to any third-party if those messages are not solicited, authorized, welcomed by the third-party, or adhere to the Referral Program Agreement, and in your use of the Service you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Interactive Areas or other portions of the Service in violation of the foregoing, violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Service.
5. THIRD PARTIES; SERVICE PROVIDERS AND LINKS: The Service is an online marketplace that brings together various parties for the purpose of connecting them to one another and exchanging information. Deals are not to be closed on the Service, rather, deals are to be finalized between the parties directly offline. As a result, you acknowledge that CNF Exchange is not, and cannot, be liable for the acts or omissions of any user of the Service. It is your responsibility to determine the appropriateness of any other user, third party or information obtained through the Service.
This Service may contain information from third party service providers and third party sources, including vendors, financial calculators, statistics and other information. These providers and sources are provided by CNF Exchange merely as a convenience. Despite any such third party information that might appear on the Service, we do not endorse and are not affiliated with such third parties unless the Service clearly states otherwise. We encourage you to read the terms and conditions and privacy statements of each and every service provider and website that you visit. We are not responsible for the practices or the content of such other websites or services.
6. RELIANCE ON INFORMATION: While we make reasonable efforts to ensure that content on the Service that we have created or uploaded is accurate, we cannot guarantee in any way that such information is complete, error-free or appropriate for the situation. The information is for generally informational purposes only and is not intended to provide legal, accounting, tax, investment, financial or other advice and such information should not be relied upon for such advice. CNF Exchange assumes no liability for any inaccurate, delayed or incomplete information, or for any actions taken in reliance thereon. Some content may simply be our, or another party’s, opinion on financial matters. You should consult with your professional financial advisors before taking any steps regarding a transaction. Nothing on this Service is intended to be a substitute for professional financial advice.
7. CHANGES: CNF Exchange, in its sole discretion, may modify, enhance, discontinue or otherwise change the Service and all content and programs on the Service, in whole or in part, at any time without notice to you.
In addition, CNF Exchange may modify these Terms of Service at any time. All changes to these Terms of Service shall be posted on this web page or CNF Exchange shall otherwise provide you with access to such changes. Your continued use of the Service after such changes have been made available to you means that you accept such changes.
The information in the Service may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.
8. PROHIBITED USE: You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Service. Further, you may not use any such automated means to manipulate the Service or attempt to exceed the limited authorization and access granted to you under these Terms of Service. You may not resell use of, or access to, the Service to any third party.
We may, but are under no obligation, to monitor your usage of the Service to confirm compliance with these Terms of Service.
9. TERMINATION: In addition to any right or remedy that may be available to us under these Terms of Service or applicable law, we may suspend, limit or terminate your account, or all or a portion of your access to the Service, at any time with or without notice and with or without cause.
If we terminate your account without cause, we will refund to you a pro-rata share of the fees that you have pre-paid for the unexpired portion of your then-current term.
You may terminate your use of the Service at any time and close your account by written notice.
10. PRIVACY: The privacy of your personally identifiable information is very important to us. For more information on what information we collect and how we use such information, please read our Privacy & Security Policy.
11. PROPRIETARY RIGHTS: CNF Exchange or its licensors are the exclusive owners of all content, software, graphics, designs, programs and all copyrights, trademarks and other intellectual property or proprietary rights contained on or used in connection with the Service. Except as set forth herein, you agree not to copy, distribute, modify or make derivative works of any materials on the Service without the prior written consent of the owner of such materials. All rights not granted under these Terms of Service are reserved by CNF Exchange and its licensors.
12. NO WARRANTIES: THE SERVICE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED "AS IS" AND CNF EXCHANGE, ITS AFFILIATES, AGENTS, BUSINESS PARTNERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT, FEATURES, PROGRAMS OR SERVICES ON THE SERVICE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CNF EXCHANGE, ITS AFFILIATES, AGENTS, BUSINESS PARTNERS AND SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CNF EXCHANGE, ITS AFFILIATES, BUSINESS PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE OR ANY CONTENT, INFORMATION OR SERVICES CONTAINED THEREIN WILL BE COMPLETELY SECURE, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CNF EXCHANGE SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT, INFORMATION OR SERVICES AND ANY ERRORS CONTAINED THEREIN THAT ARE PROVIDED BY THIRD PARTIES. IN NO EVENT WILL CNF EXCHANGE, ITS AFFILIATES, AGENTS, BUSINESS PARTNERS AND SERVICE PROVIDERS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR OTHER CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT CNF EXCHANGE, ITS AFFILIATES, AGENTS, BUSINESS PARTNERS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LIABILITY TO CNF EXCHANGE, ITS AFFILIATES, AGENTS, BUSINESS PARTNERS OR SERVICE PROVIDERS FOR DIRECT DAMAGES EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICE DURING THE PRIOR TWELVE (12) MONTH PERIOD.
13. INDEMNITY: You agree to defend, indemnify and hold harmless CNF Exchange, its affiliates, agents, advisors, business partners, licensors, service providers and each of their respective officers, directors, employees, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees and expenses) arising from: (i) any breach by you of these Terms of Service, (ii) any content or information uploaded by you to the Service, (iii) your use of content, information or services available on the Service, (iv) any transactions that you engage in with a party contacted through, or information obtained on, the Service or (v) a violation by you of any Law.
14. GOVERNING LAW: This Terms of Service is made under and shall be construed according to the laws of the State of Florida, U.S.A. In the event that this Terms of Service is breached, any and all disputes (whether sounding in tort, contract or otherwise) must be settled in a court of competent jurisdiction in Pinellas County, Florida. Both parties to this Terms of Service hereby consent to the jurisdiction of the state and federal courts of Pinellas County, Florida and waive any rights to contest the power of the courts of the State of Florida to exercise personal jurisdiction over them. BOTH PARTIES AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS TERMS OF SERVICE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.
Any claims asserted by you in connection with the Service must be asserted in writing to CNF Exchange within one (1) year of the date such claim first arose, or such claim is forever waived by you. Each claim shall be adjudicated individually, and you agree not to combine your claim with the claim of any third party.
15. SEVERABILITY: If any part of these Terms of Service shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Service.
16. WAIVER; REMEDIES: The failure by us to partially or fully exercise any rights or the waiver of any breach of these Terms of Service by you, shall not prevent a subsequent exercise of such right by us or be deemed a waiver by us of any subsequent breach by you of the same or any other term of these Terms of Service. Our rights and remedies under these Terms of Service shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.
17. ENTIRE AGREEMENT: This Terms of Service contains the entire agreement between the parties for the usage of this Service, and no statements, promises, or inducements made by either party or any agent of either party that are not contained in this Terms of Service will be valid or binding.
18. INTERNATIONAL ACCESS: This Service is provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Service. We make no representations regarding the legality of this Service in any other country and it is your responsibility to ensure that your use complies with all Laws outside of the U.S.A.
20. EFFECTIVE DATE: These Terms of Service were last updated on March 2, 2011.
21. ACCEPTANCE: BY SELECTING THE "AGREE TO TERMS" CHECKBOX ON THE REGISTRATION FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THE TERMS OF SERVICE, PRIVACY & SECURITY POLICY AND COPYRIGHT NOTICES POSTED IN VARIOUS LOCATIONS ON THE SERVICE.