Clovest, LLC owns and operates clovest.com (the “Website”), which provides an alternative path to credit for businesses by connecting them with like-minded individuals or companies who are willing to fund their projects (the “Services”). We facilitate this process by creating a way for the parties to meet, to discuss their needs and goals, and to collect and distribute pledges and repayments. We are not a banking or a financial institution and we do not extend credit, act as a broker, lend money or determine the creditworthiness of any party in any manner. Rather, we help businesses and funders reach a lending agreement on their own terms and help to oversee, manage and maintain their relationship.
The following Terms and Conditions (the “Terms”) apply to both individuals making pledges to fund businesses (a "Funder" or "Funders") as well as to businesses publishing fundraising campaigns (a “Borrower”) (collectively, “you” or “your”) using Clovest LLC’s (“Clovest” or “us” or “we”) and govern your use of Clovest’s Services.
These Terms are hereby incorporated into any Project Fundraising Agreement and Pledge Agreement between you and Clovest, as well as to the Funding Agreement between Funders and a Borrower executed by Clovest as agent for the Funders (collectively, the “Services Agreements”). Each provision, right and responsibility contained in these Terms is hereby included as a term in each of the Services Agreements. In the event of a conflict between the terms of the Services Agreements and these Terms, the terms of the Services Agreements shall control. Defined terms below shall have the meaning set forth in the Services Agreements or as set forth in these Terms.
PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS. If you do not agree with these Terms and Conditions, you should immediately stop using the Services and the Website, which is available to you only upon your acceptance of these Terms and Conditions. We reserve the right to change these Terms and Conditions from time to time at our sole and exclusive discretion, and we will post notice of any such changes on the Website. Your continued use of the Website and Services after such notice constitutes your acceptance of the changes. Accordingly, your use of the Services will be subject to the most current version of the Terms posted on the Website at the time of your use. You should periodically check these Terms to view your current rights and responsibilities in using our Service. Clovest reserves the right to terminate or restrict access to the Website and the Services at any time and without notice in our sole discretion.
For both individuals making pledges to fund businesses (a “Funder”), as well as for businesses using Clovest’s platform to publish a fundraising campaign (a “Borrower”), we grant to you, and by your use of this Website you accept, a nontransferable, nonexclusive license and right to access the Services via the Internet and use the Services only as authorized in the Services Agreements and in these Terms and Conditions. Use of the Services is restricted to the specific licensed entity or individual only (as approved by us) and only for the specific purpose of making pledges or publishing a fundraising campaign.
You may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Services or any information on the Website (collectively the “Clovest Content”), to any third party, and any attempt to do so is null and void and may result in immediate termination of the Services.
You acknowledge that your access and use of the Services will be Internet-based. The Website will allow you to create a secure user name and password for access to the Services. You are solely responsible for any and all usage of the Services and you agree to immediately notify Clovest of any unauthorized access to your information or any other breach of security. Clovest will not be liable for any loss that you may incur as a result of misuse of your user name/password whether done with or without your knowledge or permission.
The Website is provided “as is” and you assume the risk of use. We do not warrant that it will operate error-free or is free from viruses or other harmful code. Clovest assumes no liability for any damages to you, your business or your computer or any property due to your access or use of the Website or Services.
We do not intend to market any Services to individuals who are not legally capable of entering into a contract. By using this Website you represent and warrant that you are the older of eighteen (18) years of age or the minimum age in your jurisdiction required to enter into an enforceable contract.
You agree that any information available on the Website (the “Clovest Content”) and Services are proprietary and that all right, title and interest in and to the Clovest Content and Services, on whatever media, including all associated intellectual property and other proprietary rights, are and shall at all times remain the sole and exclusive property of Clovest with all rights reserved. You may not copy or distribute the Clovest Content and Services, electronically or otherwise, for any purpose.
The trademarks, trade names, service names or logos associated with the Clovest Content and Services (collectively, the "Marks") are trademarks of Clovest or its licensors, and no right or license is granted to you to use the Marks unless specifically agreed to by Clovest. You hereby acknowledge Clovest or its licensors' perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Clovest Content provided by or on behalf of Clovest through the Website in any manner; (ii) modify, participate in the sale or transfer of or build derivative works based upon the Services or the Clovest Content; (iii) create "links" on the Internet to the Services or "mirror" any Clovest Content on any other server or wireless or Internet-based device; or (iv) copy any ideas, features, functions or graphics of the Website or Service.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Content, and, except as required by law, Clovest shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Content, or for the improper or erroneous upload or extraction of any User Content. Clovest reserves the right to remove User Content from the Website without notice for any breach. Upon termination of the Services, your right to access or use the Website immediately ceases, and Clovest shall have no obligation to maintain or forward any User Content.
You represent and warrant that: (i) the User Content to be transmitted by or on your behalf does not constitute spam; (ii) the content to be transmitted by or on your behalf is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) you have complied and will comply with all applicable laws regarding its execution and performance of these Terms and Conditions.
The User Content is for your informational purposes only. You should consult your financial and legal advisors and independently verify all User Content posted on this Website prior to making any financial decisions. Nothing on this Website should be construed as providing tax, investment, legal or accounting advice. The posting of User Content is not a recommendation or opinion that you should participate in the transaction. Any attempt to enter into lending transactions with Clovest users other than as specifically provided in these Terms and the Services Agreements is outside of the Services provided to you by Clovest and you acknowledge that Clovest has no involvement, interest or responsibility as a result of such activity.
You are solely responsible for your interaction with other users of the Website, whether online or offline. We are neither responsible nor liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Clovest encourages you to exercise common sense and use your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities. Clovest assumes no responsibility for User Content or any information submitted or posted on the Website, and has no obligation or ability to pre-screen User Content. If Clovest is notified that any User Content does not comply with these Terms and Conditions, Clovest will investigate and determine, in its sole discretion, whether the User Content should be removed from the Website.
Links from the Website to sites operated by third parties may be provided for your convenience. Clovest does not review or control these sites, is not responsible for the content on such sites, and Clovest makes no representation or warranty with regard to such content. Third party sites may have different policies and terms and conditions than those of Clovest and Clovest encourages you to review the policies of each website you visit.
We respect the intellectual property rights of others, and we prohibit users from posting, sharing, transmitting or otherwise making available any materials that infringe upon another party's intellectual property rights. The User Content you submit for use on the Website is not within our control, and we are under no obligation to review your User Content for possible illegal or impermissible content. However, Clovest does not permit material known by us to infringe another party's copyright to remain on the Website. In accordance with the Digital Millennium Copyright Act (the "DMCA") and other applicable law, we will promptly remove or disable access to the allegedly infringing material when we receive proper notification of an alleged copyright infringement as described below. Further, we will terminate, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers.
If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
Clovest’s designated Copyright Agent to receive notifications of claimed infringement is Elliott Alderman, Esq., 1629 K Street, N.W., Suite 300, Washington, D.C. 20006, email: [email protected]. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Clovest customer service through [email protected]. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the materials, you may send a counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Clovest may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Clovest’s sole discretion.
These Terms and Conditions are effective until terminated by Clovest. Any breach of your obligations or unauthorized use of the User Content or Services, allows us, in our sole discretion, to terminate the Services or restrict a user’s access to the Website, without liability to you or anyone else.
Clovest will, at its own expense, defend, indemnify, and hold harmless you and your affiliates, directors, officers, members, managers and employees from and against any suit instituted against you to the extent it is based on a claim that the Services, or any portion thereof, constitutes an infringement of any patent, copyright, or trade secret, or any other intellectual property right, or a breach or claimed breach of any representation or warranty including, without limitation, claims involving infringements. Clovest will also pay or reimburse to you and your affiliates, directors, officers, members, managers and employees, any judgment entered against such parties as the result of such a suit. You retain the right to hire independent counsel at your own expense to participate in any defense or settlement discussions hereunder. Clovest shall have no indemnification obligation if any claim is based on or related to (a) any use of the Services in violation of the Services Agreements or these Terms, (b) any use of the Services in conjunction or combination with any content, data, equipment, software, documents, materials or intellectual property not posted on the Website, or (c) any User Content.
This agreement to indemnify you and the related parties is conditioned upon prompt written notice by you of the filing of a claim and on permission to Clovest to defend against the claim. It is also conditioned on provision by you at your sole cost and expense of all relevant available information in your possession, reasonable assistance, and authority reasonably required to enable Clovest to defend the claim. Clovest shall control the defense of any such suit, including appeals, and all negotiations, including any settlement or compromise, except that such settlement or compromise shall be subject to your written approval, not to be unreasonably withheld.
You, your affiliates, directors, officers, members, managers and employees will, at your own expense defend Clovest against any suit based on a third party claim for any breach of any of your representations, warranties, obligations, covenants or agreements in the Services Agreements or these Terms, including any intellectual property claims and any claims regarding the User Content you submit for use on the Website, or any claim of infringement caused by you or your affiliates or any of their respective directors, officers, members, managers employees, agents, or your representatives.
Clovest will promptly notify you of the filing of any such claim and will provide all information required to assist you in defending the claim. You shall control the defense, appeal, negotiation, and settlement of such claims. You shall also compensate Clovest for any judgment entered against Clovest as the result of such a suit. Clovest retains the right to hire independent counsel, at its own expense, to review, comment, or participate in any action affecting Clovest’s rights.
This agreement to indemnify Clovest is conditioned on prompt written notice by Clovest of the filing of a claim. It is also conditioned on provision by Clovest at its sole cost and expense of all relevant available information, assistance, and authority reasonably required to enable you to defend the claim. You shall control the defense of any such suit, including appeals, and all negotiations, including any settlement or compromise, except that such settlement or compromise shall be subject to Clovest’s written approval, not to be unreasonably withheld.
Clovest warrants that (i) the Services shall be performed in accordance with the Services Agreement and all of the Terms and Conditions hereof and (ii) the Services to be provided by us hereunder shall be rendered in a timely and professional manner by qualified personnel consistent with commercial practices standard in the industry for similar services. The foregoing representation and warranties are limited to you and are not transferable except as specified in these Terms and Conditions.
NO OTHER REPRESENTATIONS AND WARRANTIES:
YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF CONDUCT, OR COURSE OF PERFORMANCE. YOU UNDERSTAND AND AGREE THAT ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT CLOVEST DOES NOT MAKE ANY WARRANTIES THAT CLOVEST’S SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE. CLOVEST DOES NOT GUARANTEE THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT POSTED ON THE WEBSITE.
IN NO EVENT SHALL CLOVEST, OR ITS APPLICABLE SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS OR AFFILIATES BE LIABLE FOR: (1) ANY DAMAGES RESULTING FROM A BORROWER'S FAILURE TO REPAY; (2) MISREPRESENTATION BY A BORROWER; (3) A BORROWER’S FAILURE TO COMPLETE ANY PROJECT OR REWARD; (4) ANY DAMAGES RESULTING FROM AN UNSUCESSFUL FUNDING CAMPAIGN FOR LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES OR COSTS OF FINDING ALTERNATIVE FINANCING; (5) LOSS OF DATA OR OTHER USER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS REGARDING THE SERVICES; OR (6) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO ANY INADVERTENT OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION REGARDING THE SERVICES YOU MAY MAKE.
Clovest facilitates the introduction of businesses seeking capital for their projects and those who wish to philanthropically fund projects of small, local businesses through no-interest loans. Clovest is not a financial institution, bank, investment adviser, broker-dealer or intermediary. The posting of a funding request or the submission of a pledge does not constitute an offer to sell, a solicitation to purchase or an offer to purchase securities and all loans made through our Service are strictly not for personal financial profit and cannot be sold, nor will they produce any financial return on investment. Borrowers are only permitted to accept and Funders are only permitted to offer no-interest loans through the Services. Any offer to buy or sell equity interests or debt in exchange for monetary return on investment in conjunction with the Services is strictly prohibited. Any violation by a Borrower or Funder of this Section 12 shall constitute grounds for, and will result in, immediate Termination of the use of our Service and will amount to a breach of all agreements between such breaching party and Clovest.
Clovest will debit the debit or credit card attached to your account to transfer your pledged loan within seven days after a business has met its fundraising goal and the pledging period has closed.
Clovest reserves the right to change the pledging period and fundraising goal of a project in its sole discretion if it has received verification from a potential Borrower that it intends to change the scope or size of the project. If the pledging period or fundraising goal of a project to which you have already pledged changes we will notify you of the change and provide you at least five (5) days to withdraw your pledge.
Clovest uses Balanced as its third party service providers for payment services (e.g. card acceptance, merchant settlement, and related services). Your payment information is securely transmitted, processed, and stored by Balanced. None of the credit card or bank account data you use is sent to Clovest; it is sent directly from your browser to Balanced's servers.
All Funding Agreements to lend or borrow funds through Clovest’s Services are entered by and between the Borrower and its Funders. Clovest’s Service in facilitating these Agreements consists solely of allowing Borrowers and Funders to connect through its Website, collecting and distributing pledges to fund businesses and acting as an agent for the Funders in collecting and distributing repayments made by the Borrower.
By use of the Services, Funder hereby grants Clovest limited authority as its agent to collect repayments from a Borrower and distribute them pro-rata, as well as the limited authority to negotiate a reasonable repayment schedule in the event of late payment. In the event of a Borrower’s default, Funder grants Clovest the authority to negotiate a resolution with the Borrower that will lead to repayment in a reasonable period of time. If such negotiations do not yield an agreement, Funder authorizes Clovest to assign its portion of Borrower’s total indebtedness to a collection service and to distribute any such payments to the Funders as they are received. Funder understands and acknowledges that Clovest does not review Borrowers' credit history or make any representation or warranty regarding the Borrower’s creditworthiness, likelihood of repayment, or the Borrower’s ability to successfully execute its proposed project.
Any quarterly repayments that you receive from funding a Borrower will be credited to your Clovest balance as we receive them from the Borrower. Once your Clovest balance has been credited, you will have the option to transfer that amount to a U.S. bank account. Your bank account will need to be located in the United States in order to collect repayments from our platform.
Clovest’s Service shall not be used for any of the following types of businesses:
Any business that requests to use our Services and is engaged in any of the foregoing activities will be denied. If, after reasonable investigation, Clovest determines that a Borrower is engaged in any of the foregoing activities in contravention of its Project Fundraising Agreement, it shall declare all outstanding repayments immediately due and payable.
Waiver. Failure by Clovest to enforce any of its rights under these Terms or the Services Agreements shall not be construed as a waiver of any of its rights under such Agreements.
Headings. The descriptive headings contained herein and in the Services Agreements are inserted for convenience of reference only and shall not control or affect the meaning, interpretation or construction of any of the provisions hereof.
Severability. If any term or provision of these Terms or the Services Agreements shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of these Terms or the application of such term or provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall not be affected thereby and these Terms shall be deemed severable and shall be enforced otherwise to the full extent permitted by law; provided, however, that such enforcement does not deprive any party hereto of the benefit of the bargain.
Entire Agreement. These Terms, together with the Services Agreements, set forth the terms of the entire agreement and understanding between you and Clovest with respect to provision of the Services and supersedes all oral and written proposals, agreements, arrangements and understandings between the parties relating to the Services.
Relationship of the Parties. Nothing in these Terms or the Services Agreements shall be construed as creating a joint venture, partnership, or employment relationship between the parties.
Notices. Unless expressly stated otherwise herein or in the Services Agreements, any notice, demand, request or delivery required or permitted to be given by any party pursuant to these Terms or the Services Agreements shall be either (1) in writing and shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier with receipt, (c) on the third business day after deposit in the U.S. mail (certified or registered mail return receipt requested, postage prepaid), or (d) upon confirmation of receipt by facsimile transmission, addressed to the party at such party’s address as set forth in the Services Agreements or as subsequently modified by written notice.
Assignment. No Funder may assign its interest in the Pledge Agreement or the Funding Agreement. No Borrower may assign its interest in the Project Fundraising Agreement or the Funding Agreement without the prior written consent of Clovest, and may only do so to a successor to its business through merger, acquisition or sale of all or substantially all of its assets; provided that such successor agrees to be bound by these Terms and the Services Agreements the Borrower has entered into with Clovest.
Amendment and Modification. No provision of these Terms or of the Services Agreements may be amended, modified or waived except by written instrument duly executed by both parties in the case of an amendment or modification or by the party against whom the waiver is to be effective in the case of a waiver. Waiver of any breach of these Terms or of the Services Agreements shall not constitute the waiver of any other breach.
Governing Law. These Terms and the Services Agreements will be interpreted, construed, and enforced in all respects in accordance with the laws of the District of Columbia, without reference to its choice of law principles to the contrary. You will not commence or prosecute any action, suit, proceeding or claim arising under or by reason of the Services Agreement or these Terms other than in the state or federal courts located in Washington, District of Columbia.
Binding Effect. These Terms and the Services Agreements shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither the course of conduct of the parties hereto nor trade practice shall act to modify any provision herein. All rights not expressly granted herein are hereby reserved.
Updated: October 2013