Last Modified: February 4, 2026
PLEASE READ THESE TRUSTPOINT PLATFORM TERMS OF SERVICE (“TERMS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE TERMS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT.
These Terms are a contract between you and TrustPoint, Inc. (“Company,” “TrustPoint,” “we,” or “us”) and, to the extent expressly stated, our affiliates. By completing the Account registration process or clicking to accept or agree to these Terms, you accept and agree to be bound and abide by these Terms.
These Terms include and incorporate by reference the following important terms and agreements, as applicable: Website Terms of Service; ACH Authorization; and Privacy Policy, as such terms and agreements may be in effect and modified by us from time to time (collectively, the “Terms of Service”). The Terms of Service are available at trustpoint.ai/terms-of-service. By agreeing to be bound by these Terms, you also thereby agree to all of the provisions of the Terms of Service. In the event of a conflict between any provision of the Terms of Service and these Terms, these Terms shall control.
As used in these Terms, the following terms have the definitions indicated. Defined terms include both the singular and plural. As used in these Terms, whether expressly stated or not, the term “including” means “including, without limitation,” and any terms listed as being so included are provided as examples and are not meant to be an exhaustive or exclusive list of included terms.
“Account” means the record in our systems created for the purpose of allowing a Member to use the Platform, which incorporates (i) all information provided by the Member and (ii) the type of membership.
“Aggregated Statistics” means data and information related to a Customer’s use of the Services that is used by Company in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision, operation, and improvement of the Services.
“App” means the mobile application made available by us in connection with the Platform.
“Applicable Law” means any relevant foreign, federal, state, or local: statute; common law; ordinance; treaty; administrative rule or regulation; court order or opinion; or official directive, interpretation, guidance, or determination issued by an applicable government agency. The term includes the written directives of any arbitrator with legal or contractual authority over any party to these Terms.
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer and (ii) for whom access to the Services has been purchased hereunder. This includes third-party contractors hired by Customer to provide outsourced services for Customer or on Customer’s behalf.
“Bank Account Details” means information including but not limited to bank account information, such as account name and account number; bank account owner information, such as full name, address, phone number, or email address; account social security number or other tax identification number; financial account details, such as account transactions and account balances; and login information required by a financial institution, such as username and password.
“Borrower” means any Person that is receiving a loan from a Client or an Originator regarding a Project.
“Client” means a Person that wishes to use the Platform in connection with Project or contractor Services and has entered into a formal Agreement for Services, including SaaS services, with us (“Agreement”), including such Person’s employees, consultants, contractors, and agents (i) who are authorized by such Person to access and use the Platform under the rights granted to such Person pursuant to the Agreement and (ii) for whom access to the Platform has been purchased under the Agreement.
“Confidential Information” means any confidential, sensitive, non-public, or proprietary information relating to these Terms, a User, the Platform, or a Project that is not known to the general public. Confidential Information does not include information that, as evidenced by written documentation: (i) is already known to the receiving party without restrictions at the time of its disclosure by the disclosing party; (ii) after its disclosure by the disclosing party, is made known to the receiving party without restrictions by a third party having the right to do so; (iii) is or becomes publicly known without violation of these Terms; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
“Customer” means Clients' customers who may use the Services, including but not limited to Company’s loan originators, borrowers, investors, and their construction contractors and/or suppliers. “Customer” also includes any and all sponsors of customers that use the services. Sponsors must be commercial entities as individual, natural, and/or consumer sponsors are prohibited from using the Services.
“Customer Data” means, other than Aggregated Statistics, any information (including, without limitation, personal information), data, and other content, in any form or medium, that is submitted, posted, or otherwise made available to Company or the Platform, whether transmitted by or on behalf of a Customer, Client, or an Authorized User through the Services, and any and all information arising out of or derived from such information, data, or content, regardless of whether such data is incorporated into or provided alongside Third-Party Services data.
“Dispute” means any controversy, dispute, demand, claim, or cause of action, including with respect to the interpretation and scope of these Terms.
“Documentation” means any user instructions, guides, specifications, and statements of work relating to the Services provided by Company to any User either electronically or in hard copy form/end user documentation relating to the Services.
“Effective Date” has the meaning given in Section 13.
“Feedback” has the meaning given in Section 3.11.
“Intellectual Property Rights” means any and all inventions, patents, copyrights, derivative works, trademarks, trade secrets, trade dress, marks, moral rights, rights of attribution or integrity or other intellectual property or proprietary right arising under the laws of any jurisdiction (including all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations, renewals, and pending applications).
“Investor” means any Customer who uses the Platform to manage one or more Projects for a loan purchased by the Investor and originated by a different Member.
“Line Item” means an action or event in connection with a Project, as set forth in a Project Agreement, marking the completion of a particular stage, the accomplishment of a specified result, or the delivery of a certain Work Product.
“Member” means a Client, Customer, Investor, or Vendor that has registered for an Account that has been accepted by us and has agreed to these Terms.
“Originator” means a Person that creates a loan to be issued to a Borrower for the purpose of financing a Project.
“Partner” means any third-party individuals or entities that have entered into a separate, written agreement with Company (e.g., a partnership agreement or integration agreement) to collaborate on mutually agreed business activities related to the Services.
“Person” means any individual, sole proprietorship, corporation, limited liability company, partnership, or other legal entity.
“Platform” means the technologies, processes, and services furnished by us to Members pursuant to these Terms.
“Profile” means a record of information about a Member created in connection with such Member’s Account that may be displayed to Members or Users on the Platform or any other website or application operated by us in connection with the Platform.
“Project” means a planned set of construction, remodeling, renovation, or similar tasks for which a Client or an Originator has issued a loan to a Borrower to finance.
“Project Agreement” means the written contract between a Borrower and a Client governing the provision of services for the purpose of completing a Project.
“Project File” means the documents and information submitted to the Platform in connection with a specific Project, including the Project Agreement.
“Project Financing Agreement” means the loan or credit issued by the Client or Originator to finance a Project.
“Provider IP” means the Services, Documentation, and any and all intellectual property provided to Customer or any User in connection with the Services and Documentation. For the avoidance of doubt, Provider IP includes the algorithms that incorporate Aggregated Statistics and any information, data, patterns or other content derived from Company’s monitoring of a User’s access to or use of the Services, but does not include Customer Data.
“Services” means any offering provided by Company to its Customers, Members, or Users, including, but not limited to, software subscription, data subscription, and support services.
“Substantial Change” means a change to these Terms that reduces your rights or increases your responsibilities.
“User” means a Person accessing and interacting with the Platform, regardless of whether such Person becomes a Member.
“User Contributions” has the meaning given in Section 3.11.
“Vendor” means a third-party contractor of the Company retained to provide services related to a Project.
“Website” means www.trustpoint.ai and all related websites and mobile applications.
“Work Product” means any tangible or intangible results or deliverables that are created, performed, provided, or delivered to a Client under a Project Agreement.
To access certain portions of the Platform and to become a Member, you must register for an Account, and your registration must be accepted by the Company. A Person registering for or using an Account (regardless of type) must agree to the Website Terms of Service and all other appropriate agreements under the Terms of Service. If you register for an Account but your registration is not accepted, you are not a Member, but you are still a User and remain subject to these Terms as applicable. The Company reserves the right to decline a registration for any lawful reason or for no reason at all. Accounts will generally be accepted or declined by us within a reasonable time, but we are under no obligation to take any action with respect to your registration within any particular timeframe. For all Services Company provides to Company’s customers and end users hereunder, Company’s customers and end users shall be subject to Supplier’s terms of service and/or terms and conditions.
To register for an Account, you must complete a Profile, which you consent to have shown to other Users, Members, or the public in accordance with any privacy settings available in the Account. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Platform or otherwise provide to us. You further agree to update your information as needed to maintain its truthfulness, accuracy, and completeness. You agree not to provide any information about your identity, location, properties, business or skills, or the services you or your affiliates, subcontractors, or agents provide, that is or becomes false or misleading. For the avoidance of doubt, for the entire time your Account is active, you have an ongoing obligation to ensure all information contained in your Profile and otherwise provided by you on the Platform is true, accurate, and complete.
We offer different Account types for Clients, Users, and Vendors. We reserve the right to revoke the privileges or access of any Account type or your ability to register for other Account types without notice if, in our sole discretion, false or misleading information has been provided to us. We reserve the right to create new Account types or remove or consolidate existing Account types.
Clients are generally Persons who have engaged Customers who use the Platform to assist with certain aspects of a Project or use the Platform to provide services to their Customers. A Client Account allows the Member to electronically sign agreements and lien waivers, review certain documents or information pertaining to a Project, and make payments to a Customer. A Client Account may also provide the Member with archival access to Platform records relating to completed Projects.
A Customer Account allows the Member to upload certain documents or records relating to a Project, including agreements, photographs of completed or in-progress work, and invoices; manage certain aspects of active Projects; and request payments.
A Vendor Account allows the Member to upload certain documents or records relating to a Project, including agreements, photographs of completed or in-progress work, and invoices; and manage certain aspects of any active Projects.
If you create and register an Account on behalf of a corporation, partnership, or any other type of business entity, you represent and warrant (in addition to the representations and warranties made in Section 5) that you are authorized to do so and that such entity is fully responsible and liable for any action of any employee, officer, director, or agent of the entity who uses the entity’s Account. In that event, “you” and “your” as used in these Terms will refer to you and that entity. You will take commercially reasonable measures to ensure that only individuals who are properly authorized to enter contracts on your behalf (such as officers, directors, agents, or expressly authorized employees) use your Account. You agree to be responsible for any Project Agreements or Project Financing Agreements entered into by you through use of your Account. You will be solely responsible, and assume all liability, for (i) paying your employees, independent contractors, or any other Person performing work on your behalf in connection with Projects in accordance with Applicable Law; and (ii) collecting, withholding, or paying any applicable taxes incurred as a result of any such Projects.
When you register for an Account and from time to time thereafter, your Account may be subject to verification, including validation against third-party databases of any information or documentation you provide to us. When requested, you must provide us with information about you and, if applicable, your organization including: identity; location; credit history; professional certifications, associations, or memberships; work history; or training and education. You authorize the Company to make inquiries, directly or through third parties, to validate such information, though we are under no obligation to do so.
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You agree that we may assume that any person using the Platform with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for your Account. You also agree not to use the Account or username and password of another Member if you are not authorized by that Member or if such use would violate these Terms.
The Platform is a connected set of technologies, processes, and services that we provide to Members, subject to these Terms, mainly through the Website and App, and is designed to enhance or facilitate parts of the contracting, site inspection, and payment aspects of construction or remodeling projects. The Website and App may offer different functionalities, and we make no representations that functionalities available on one will be available on the other.
For the avoidance of doubt, the Company does not offer or sell goods or provide listings of Projects; and all Projects are arranged directly between Borrowers and Clients. You acknowledge, agree, and understand that we offer no warranty with respect to any goods or Project services provided in connection with any Project or any Project Financing Agreements.
The fund control requirement and exceptions tracking service available through the Platform enables Clients to configure requirements for the release of funds for Projects and to track conformance with or exceptions to such requirements in an audit trail. The Company is not responsible for creating or defining any Client’s requirements.
The draw approval workflow service available through the Platform enables Clients to configure workflows for Projects for the submission, inspection, approval, and escalation of draw requests and disbursement of related funds.
The integrated communication and multi modal experience service available through the Platform provides an integrated web and mobile application experience to deliver services to Clients and Customers.
The digital signing of lien waivers and related contracts service available through the Platform facilitates the electronic signature of documents. You acknowledge and agree that the Company shall have no liability for the content, legality, or enforceability of any documents signed electronically through the Platform. This service does not include the filing or recording of any documents in any public records.
Users understand and agree that certain services, products, or functionalities made available through the platform (“Third-Party Services”) are provided directly by independent third-party providers (“Third Parties”) and not by TrustPoint. TrustPoint does not own, operate, or control the Third-Party Services and does not assume any responsibility for their availability, quality, performance, or compliance with applicable laws or regulations.
When ordering or accessing Third-Party Services, Users may be required to agree to the terms and conditions, privacy policies, or other agreements imposed by the respective Third Party. Users understand and agree that they must agree to those terms and conditions before ordering or accessing such Third-Party services. Users are solely responsible for reviewing, understanding, and complying with such terms and conditions before engaging with the Third-Party Services. TrustPoint shall not be liable for any consequences arising from or relating to a User's failure to comply with the Third Party's terms.
To the fullest extent permitted by law, TrustPoint disclaims all warranties, express or implied, regarding Third-Party Services, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Under no circumstances shall TrustPoint be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising from or related to the use of, inability to use, or reliance on Third-Party Services, even if TrustPoint has been advised of the possibility of such damages. Users agree to hold TrustPoint harmless from any claims, losses, damages, or liabilities arising from their use of Third-Party Services, including but not limited to disputes with Third Parties or breaches of the Third Party’s terms and conditions.
The inclusion of links, references, or access to Third-Party Services on the platform does not constitute an endorsement, sponsorship, or guarantee by TrustPoint of the Third-Party Services or their providers. TrustPoint does not guarantee the accuracy, reliability, or completeness of any information, content, or materials provided by Third Parties.
Users acknowledge and agree that their use of Third-Party Services is at their sole risk. Users are responsible for ensuring that their use of Third-Party Services complies with all applicable laws, regulations, and the terms and conditions of the respective Third Parties. Users agree that by using Third-Party Services, they have reviewed and agreed to all terms required for that Third-Party Service as applicable. Applicable terms for Third-Party Services can be found here.
The API service available through the Platform provides public APIs to Clients to perform related integration of their respective data systems or technology platforms to create needed connections in accordance with the scope, requirements, and timing agreed to by a Client and the Company.
You acknowledge, agree, and understand that the Company is not a party to any Project Agreement, Project Financing Agreement, or any other dealings between Members. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Project Agreement or Project Financing Agreement with another Member. The Company does not guarantee the truth or accuracy of: Members’ User Contributions on the Website; communications made through the Platform; or the documents or information submitted to the Platform. You acknowledge, agree, and understand that the Company does not, in any way, supervise, direct, or control Members’ work and is not responsible for any Line Items, Project services, or Work Product. The Company makes no representations about and does not guarantee, and you agree not to hold us responsible for, the quality, safety, or legality of any Project services; the qualifications, background, or identities of Members; the ability of Members to deliver Project services; the ability of Clients to pay for Project services; statements or posts made by Users; or the ability or willingness of a Member to actually complete a transaction or Project.
The Company will have no responsibility for determining the necessity of, collecting, withholding, or remitting any taxes applicable to any payments made pursuant to any Project.
The Website and/or Platform may contain interactive elements that allow Users to post contributions (“User Contributions”). User Contributions may include, without limitation, information, whether purportedly factual or opinion-based, about a Member or Service, whether Company Service or third-party Service, such as comments, feedback, suggestions, ratings, reviews, criticisms, and other indicators of customer satisfaction (“Feedback”).
You acknowledge, agree, and understand that Feedback benefits the Platform, all Members, and the efficiency of the Website. Accordingly, you authorize the Company to allow the use or posting of Feedback relating to you, including Feedback about your work or skills. You further authorize us to compile, aggregate, or highlight User Contributions relating to you as we may determine to be beneficial to the operation of the Website and the promotion of the Platform. We may also make Feedback pertaining to you available to other Members. You acknowledge, agree, and understand that the Company does not monitor, influence, contribute to, or censor Feedback.
If you choose to provide Company with Feedback, Company may act on or publicize your Feedback without any obligation to you. By submitting, posting, or otherwise providing any Feedback to or through the Website or Platform, you hereby grant Company a royalty-free, perpetual, irrevocable, worldwide, nonexclusive, transferable right and license to use, reproduce, modify, adapt, publish, and distribute such Feedback in any form or media now known or hereafter developed, for any purpose, including but not limited to the development, marketing, advertising, and improvement of the Website, Platform, or any other products or services offered by Company.
All Users are prohibited from engaging in conduct that presents a credible risk of harm to others or the Company (“Prohibited Activities”), including but not limited to actual or suspected occurrences or attempts to directly or indirectly to:
reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Services;
transfer, resell, lease, license, or assign Services or otherwise offer the Services on a standalone basis, or permit any third party to access the Services, without express permission from the Company;
use or combine any Customer Data, including on an aggregated, anonymized or de-identified basis, to create any benchmarking, analytics or other reports and materials for publication or display outside of the User’s internal business purposes or for commercial exploitation;
use or access the Platform to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Platform;
share your Company username, password, API keys, or any other credentials relating to the Platform with any other person, or allow any other person to use your Company username and password to access the Platform, or otherwise allow any other person to use Platform intended for your use only;
use the Services as an individual, natural, or consumer sponsor of a customer;
develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Platform or otherwise copy profiles and other data from the Platform in order to enable, use, or build a similar or competitive product or service;
tamper with the security of Company’s systems or tamper with other Client accounts of Company;
use the Platform to send payments directly or indirectly to, or for the benefit of, any person or entity that is (a) located in any country or jurisdiction that is subject to U.S. economic sanctions; (b) identified on any U.S. government list of prohibition, including the Specially Designated Nationals and Consolidated Sanctions List of the Office of Foreign Assets Control, U.S. Department of the Treasury; or (c) owned or controlled by any person or entity in (a) or (b), or use the Platform if you are a person or entity described in (a) or (b);
use the Platform in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party's use of the Platform;
access the Platform other than through our interface or use any means or method for masking, pooling, or reducing the measurable number of devices, connections or Users accessing the Platform;
engage in harassing, abusive or other inappropriate behavior;
use the Platform for any fraudulent activity or purpose, including attempting to impersonate another person or entity, or falsely stating, misrepresenting or concealing your affiliation with another person or entity;
use the Platform in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted hereunder; or
post, upload, or share to the Platform any prohibited data, as defined below:
The Company may take commercially reasonable efforts to monitor Feedback and other User Contributions, but is under no obligation to monitor, investigate, or take any other action with respect to any Feedback or other User Contributions. Please refer to the Website Terms of Service for further detail. You are solely responsible for any legal action that may be instituted by other Members or third parties as a result of or in connection with User Contributions posted by you if such User Contributions are legally actionable or defamatory. Although we are not legally responsible or liable for any User Contributions made available on the Website (even when User Contributions are defamatory or otherwise legally actionable), in order to protect the integrity of the Website and to protect Users from abuse, we reserve the right (but are under no obligation) to remove User Contributions that, in our sole discretion, violate these Terms or the rights of other Members or third parties, negatively affect the Platform, or are otherwise inconsistent with the business interests of the Company.
3.13 FCRA Disclaimer
TrustPoint is not a “consumer reporting agency” as defined under the Fair Credit Reporting Act (“FCRA”). The scores and assessments provided by TrustPoint (e.g., ‘TrustPoint Scores’) are internal metrics designed solely to aid in the management of operational risks for commercial projects. These scores are only given to projects or commercial entities, and not individuals or Consumers. The data used to generate these scores is derived from information provided directly to TrustPoint and activity within our services. These scores are not ‘credit scores’ nor are they ‘consumer reports’ as defined under the FCRA. Accordingly, Clients understand and agree that they shall not use these scores or any data shared through the Platform to:
3.14 Advisory Disclaimer
TrustPoint is not a legal, financial, or investment adviser. The information provided by TrustPoint is for general information purposes only or for purposes arising out of or relating to use of TrustPoint services. While TrustPoint may provide support services relating to the management of financial products, TrustPoint does not provide any assessment of, or advice regarding financial products. Any reliance you place on such information is strictly at your own risk. It is strongly advised to consult with qualified independent legal, financial, investment, taxation, or other professionals who can provide advice based on specific financial products and circumstances. TrustPoint is not liable for any loss caused, whether due to negligence or otherwise, arising from the use of, or reliance on, the information provided directly or indirectly, by TrustPoint or its Services.
3.15 Artificial Intelligence (“AI”); Right to Update/Modify AI Features
TrustPoint utilizes AI features in its provision of Services. We are continually improving the AI features within our Services. You acknowledge and agree that we may update, modify, enhance, or discontinue certain AI functionalities, models, or algorithms at any time, in our sole discretion, without prior notice, provided such changes do not materially degrade the core functionality of the Service for which you have subscribed.
3.16 Notice of Material Changes to AI Functionality
For any material changes to the AI features that significantly alter the processing of your data, the nature of the AI's output, or its core functionality, we will provide you with reasonable advance notice, typically via email or in-app notification, prior to the changes taking effect.
3.17 AI-Specific Disclaimers
You acknowledge that the AI features are based on complex algorithms and vast datasets, and while we strive for accuracy, outputs generated by AI may contain errors, inaccuracies, biases, or omissions. You understand that AI models are probabilistic and not infallible. Therefore, you are solely responsible for reviewing, verifying, and validating all AI-generated outputs, analyses, or recommendations before relying on them for any purpose, especially for critical decisions related to construction loans, financial assessments, or regulatory compliance.
The AI features provided within the Service are tools for assistance and analysis only. They do not constitute, and should not be relied upon as, financial, legal, tax, accounting, or any other professional advice. You should consult with qualified human professionals (e.g., financial advisors, lawyers, accountants) before making any decisions based on information or insights derived from the AI features.
The accuracy and effectiveness of the AI features are highly dependent on the quality, completeness, and accuracy of the data you provide to the Service. We disclaim any liability for errors or sub-optimal performance of AI features resulting from inaccurate, incomplete, or flawed data provided by you.
While we endeavor to train our AI models on diverse and representative datasets and implement measures to mitigate bias, you acknowledge that AI systems may reflect biases present in their underlying training data. We are committed to continuous improvement in this regard.
The AI features are intended to augment, not replace, human judgment and expertise. You are responsible for exercising independent judgment and professional diligence in all matters related to your use of the Service, particularly for construction loan decisions.
Certain AI functionalities within the Service may utilize third-party or open-source AI models and technologies. Such components are subject to their respective licenses and terms, and we disclaim any liability for their performance, accuracy, or compliance, except as expressly provided in our agreements with such third parties.
3.18 AI-Specific Consents and Related Data Processing Clauses
You agree that we may use data you input into the Service, including but not limited to loan details, financial data, project information, and usage patterns (which may be de-identified, anonymized, or aggregated where feasible or as required by separate agreement), to train, develop, and improve our AI models, algorithms, and the overall functionality of the Service. This use is essential for continuous improvement of our AI capabilities and to enhance your experience. We will handle all data in accordance with our Privacy Policy and applicable law.
Where our AI processes your data to provide automated insights or recommendations, you acknowledge that such processing is intended to assist your decision-making and is not designed to produce legal or financial effects concerning you, nor similarly significantly affect you, without human oversight and verification.
For more detailed information on how we collect, use, store, and process your data, including data processed by our AI features, please refer to our Privacy Policy, which is incorporated into these Terms by reference.
3.19 General AI-Related Clauses
Notwithstanding the AI features, you retain sole responsibility for your compliance with all applicable laws and regulations related to your use of the Service, including without limitation, all aspects of construction loan origination, underwriting, and servicing. Any reliance on the AI's outputs is at your own risk.
You agree not to use the AI features for any purpose that is unlawful, unethical, discriminatory, or to generate or propagate misleading, harmful, or biased content, particularly in connection with lending decisions or consumer assessments.
The Company will take commercially reasonable measures intended to protect and secure private or sensitive information we collect from you. Nevertheless, you hereby acknowledge, agree, and understand that no security measures are 100% secure, and therefore the Company does not warrant, represent, or guarantee the security of any information you provide to us. Your private or sensitive Confidential Information will be handled in accordance with our Privacy Policy.
To the fullest extent allowed by Applicable Law, data entered into the Platform that is not associated with any individual and is not proprietary corporate information shall be the property of the Company and may be used by us for any business purpose. We reserve our rights with respect to such data even after you close your Account. Such information may include anonymized or aggregated information about Projects, non-confidential information about Projects, User Contributions, or pictures (except for pictures that contain sensitive or Confidential Information). You agree that you have no rights or interests in such information and shall make no claims against us with respect to such information.
If you are a Client, you hereby grant Company a perpetual, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use data and information contained in a Project File that is associated with you in connection with the Platform and its related services, subject to the Agreement. This license will survive termination of these Terms.
If you are a Customer, you hereby grant Company a perpetual, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use all data and information contained in a Project File that is associated with you in connection with the Platform and its related services. Additionally, you grant Company express consent to share any and all Customer Data with any Client of Company, provided that such sharing shall be limited to commercial or business-purpose loans or project data. This license will survive termination of these Terms.
If you are an Investor, you understand and agree that certain actions and information associated with Originators from which you have purchased loans may be visible to that Originator. This includes, but is not limited to, Project tags and other Project or Originator inputs not designated as private in the platform.
4.1 Provisions of Financial Details
Users represent and warrant that all Bank Account Details provided are accurate, complete, and verified. Users further agree to promptly update any changes to their Bank Account Details to ensure the information remains accurate and current. Users further represent and warrant that they have all necessary rights and authorizations to provide any information that is submitted to Company by the User or Authorized User.
Users acknowledge and accept that providing their Bank Account Details involves inherent risks, including but not limited to unauthorized access or misuse by third parties. While Company will take reasonable measures to safeguard User’s Bank Account Details, Users agree that Company shall not be held liable for any unauthorized access or misuse of such details, except where such access or misuse is directly caused by Company’s gross negligence or willful misconduct.
Users agree to provide their Bank Account Details voluntarily and understand that failure to provide accurate and verified details may result in the inability to access certain services or features offered by Company. Users understand and agree to input their Bank Account Details only in authorized and secure locations within Company Platform.
4.2 Data Security
Members will maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of all information arising out of or relating to the Services or Documents (referred to in this section as “Services Information”) arising out of or relating to the relationship between Member and TrustPoint, including without limitation any “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act (“GLBA”), whether or not owned or developed by TrustPoint. Such safeguards shall include the requirements of the GLBA and all rules and regulations implementing or made under the GLBA or any amendment. These safeguards will be designed to protect the security, confidentiality, availability, and integrity of the Services Information, ensure against any anticipated threats or hazards to its security and integrity, and protect against unauthorized access to or use of such information or associated records which could result in substantial harm or inconvenience to any person. Members shall maintain reasonable systems for the discovery and prompt reporting of any unauthorized access to Services Information or disclosure thereof, and that, if misused, disclosed, lost or stolen, would trigger an obligation under one or more state data breach notification laws to notify the individuals who are the subject of the Services Information.
To comply with the safeguard obligations generally described above, the Member shall: (i) designate an employee to coordinate its information security program; and (ii) regularly assess internal and external risks to the security, confidentiality, and integrity of Services Information that could result in the unauthorized disclosure, misuse, alteration or destruction of such information, and assess the sufficiency of any safeguards in place to control these risks using industry best practices designed for merchants and financial services organizations. The foregoing security risk assessment shall include consideration of security risks in each relevant area of the Member’s operations, including: (i) security training and management; (ii) information systems as well as relevant information processing, storage, transmission, and disposal; and (iii) detecting, preventing and responding to attacks, intrusions, or other system security failures, in each case as they relate to the Services. In addition, the Parties shall design and implement information safeguards to control the risks identified through an applicable security risk assessment, and regularly test or otherwise monitor the effectiveness of safeguards, key controls, systems and security procedures. The Member acknowledges that they are responsible for the security of Services Information that they possess or otherwise store, process, transfer, or transmit.
4.3 Data Breach
The User agrees that in the event any Services Information stored, processed, transferred, or transmitted in connection with the provision of the Services is lost, stolen, or is accessed, used, or disclosed in an unauthorized manner or in violation of any applicable law (a “Data Breach”), the User shall provide TrustPoint with all such information as may reasonably be requested in order to comply with the User’s contractual, commercial, and legal obligations. Upon becoming aware of any Data Breach related to the Services Information, the User shall, as soon as reasonably practicable, but in no event more than two (2) business days of becoming aware of such breach, notify TrustPoint of the Data Breach.
4.4 Borrower Data and Regulatory Compliance
TrustPoint does not use or share any Borrower data in a manner that would cause it to be deemed a “consumer reporting agency” under the Fair Credit Reporting Act (“FCRA”) or otherwise subject to consumer financial privacy laws. TrustPoint will comply with applicable data privacy laws in its collection, use and disclosure of personal information.
The Platform and related services are provided “as is” and on an “as available” basis. We make no warranties or representations with regard to the Platform, the Services, or any activities or items related to these Terms. To the maximum extent permitted by Applicable Law, the Company disclaims all express and implied conditions, representations, and warranties, including the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to the extent some or all of the above limitations may not apply to you, Section 10 states your sole and exclusive remedy against the Company with respect to any non-conformances or dissatisfaction. You represent and warrant that you will conduct your activity on the Platform in compliance with Applicable Law. By registering an Account, you represent and warrant that you are at least eighteen (18) years of age and meet all eligibility requirements set forth in these Terms or otherwise on the Platform.
You represent and warrant that you have read all applicable Terms of Service.
You represent and warrant that you have all appropriate ownership or other rights or licenses to the documents and information you submit to the Platform.
If you are a Client, you represent and warrant that with respect to any Project, you have all requisite authority and legal right to enter into any agreement arising out of or relating to a Project and are legally authorized to make any and all decisions regarding the Project.
If you and another Member decide to enter into a Project Agreement or Project Financing Agreement, it is a contractual relationship directly between you and such other Member. Members have complete discretion with regard to whether to enter into a Project Agreement, Project Financing Agreement, or any other agreement and the terms of any such Project Agreement or Project Financing Agreement. You acknowledge, agree, and understand that we are not a party to any agreement between Members and that the formation of a contract between Members will not, under any circumstance, create an employment relationship, partnership, or other joint venture, between the Company and any Member.
You agree not to enter into an agreement that conflicts with your rights or obligations under these Terms, unless expressly authorized by us in writing.
If a Dispute arises between you and another Member with respect to these Terms, you acknowledge, agree, and understand that we will not provide, and are not obligated to provide, any assistance with such Dispute beyond what is provided in these Terms.
In connection with a Dispute between you and another Member, if you intend to obtain an order from any arbitrator or any court that might direct the Company to take or refrain from taking any action with respect to an Account, you must give us at least ten (10) business days’ prior notice of the hearing on such order and must include any reasonable provisions in the order that are requested by us for the purpose of mitigating any expenses, damages, or losses that might result from our compliance with such an order.
We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Website, Platform, Services, or these Terms, including, but not limited to:
- your use of or your inability to use the Platform;
- delays in the delivery of any Project services, including Project delays caused by such delays in the delivery of goods;
- delays or disruptions in the Platform or related services; viruses or other malicious software obtained by accessing, or linking to, the Platform;
- hacks or intentional attacks to the Platform by third parties;
- glitches, bugs, errors, or inaccuracies of any kind in the Platform;
- damage to your hardware device from the use of the Platform;
- the content, actions, or inactions of other Users;
- a suspension or other action taken with respect to your Account;
- any defects in Project services, including defects or errors in Work Product or goods provided by Members for any Project;
- loss of power, loss of business operation, building damage, personal injury, or fire or flood damage caused by use of goods sold by Members in connection with any Project;
- your reliance on the quality, accuracy, or reliability of Profiles, User Contributions, and Feedback (including their content, order, and display);
- your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms.
ADDITIONALLY, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF THE COMPANY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY MEMBER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED $2,500 OR, IF APPLICABLE, ANY GREATER AMOUNT SET FORTH IN A CLIENT’S AGREEMENT. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY IN CONNECTION WITH ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
In no event will TrustPoint or its subcontractors or other third-party service providers be liable to any Member for: (a) any damages arising out of or related to (i) the failure of Client, its affiliates, its or their suppliers, or any general contractors or their subcontractors to perform their responsibilities with respect to any construction projects for which TrustPoint provides any Services, (ii) any bad faith, negligence or reckless or willful misconduct of Client, its affiliates, its or their suppliers, or any general contractors or their subcontractors in connection with the performance of their obligations as they relate to the Services, or (iii) any failure by Client, its affiliates, its or their suppliers, or any general contractors or their subcontractors to comply with any applicable federal, state, or local laws; or (b) any claims or demands of third parties, other than those indemnifiable claims or demands described in Section 9.
In no event will TrustPoint be liable to any Client or Customer for any act or omission taken in reliance on the Services, Provider IP, or any data, information, assessment, or score provided by TrustPoint arising out of or relating to the Services.
In addition to the recognition that we are not a party to any contract between you and any other Member, you hereby release the Company, our affiliates, and our respective officers, directors, agents, subsidiaries, and employees from all claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in connection with any Dispute between you and another User. This release includes, without limitation, any Disputes regarding the performance, functions, and quality of Project services provided to a Client and refund requests based upon such Disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
This release will not apply to a claim that we failed to meet our obligations under these Terms.
9.1 User Indemnification
User shall indemnify, hold harmless, and, at TrustPoint's option, defend TrustPoint from and against any Losses resulting from: (1) any third-party claims based on any User or Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by TrustPoint or authorized by TrustPoint in writing; or (iv) modifications to the Services not made by TrustPoint, and (2) any third-party claims based on a User or its Representatives' acts or omissions arising out of Company’s use of the Services.
9.2 Sole Remedy
THIS SECTION 9 SETS FORTH COMPANY'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
You should review this section carefully. To the maximum extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court as permitted by these Terms and Applicable Law.
For any and all Disputes between you and us, including the interpretation and scope of this section and the arbitrability of such a Dispute, relating to these Terms or your use of the Platform, you and we agree, and you expressly consent, to resolve any such Dispute exclusively through binding and confidential arbitration. For the avoidance of doubt, this section does not apply to Disputes exclusively between you and another Member with respect to a Project Agreement or Project Financing Agreement. In the event of any such Dispute between you and us, the complaining party must notify the other party in writing. Within thirty (30) days of such notice, you and we agree to use reasonable efforts to attempt to resolve the Dispute in good faith. If you and we do not resolve the Dispute within thirty (30) days after such notice, the complaining party may seek remedies exclusively through arbitration. Except as otherwise expressly provided by Applicable Law, the demand for arbitration must be made within a reasonable time after the Dispute in question arose, and in any event within two years after the complaining party knew or should have known of the Dispute. The arbitration will take place in San Francisco, California. As used in this section, “we” and “us” mean: the Company; its subsidiaries, affiliates, predecessors, successors, and assigns; all of its and their respective employees, officers, directors, agents, and representatives; and any third party providing any product, service, or benefit in connection with the Website or these Terms if such third party is named as a co-party with us in any Dispute subject to this section.
The arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by the terms of this section, and unless otherwise agreed upon by you and us in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
Notwithstanding the agreement to arbitrate provided in this section, you and we may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in San Francisco, California in order to maintain the status quo pending arbitration, and you and we hereby agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN ONLY THAT PARTY’S CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) we will pay as much of your filing and hearing fees in connection with the arbitration as required by the Rules and Procedures and/or as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by Applicable Law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by Applicable Law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by Applicable Law.
For more information on the AAA, the Rules and Procedures, and the process for filing an arbitration claim, you may call the AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
After these Terms terminate, the terms of these Terms (including the Terms of Service) that expressly or by their nature contemplate performance after these Terms terminate will survive and continue in full force and effect. Without limiting any other provisions of these Terms, the termination of these Terms for any reason will not release you or us from any obligations incurred prior to termination of these Terms or that may accrue thereafter in respect of any act or omission prior to such termination.
These Terms will be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law provisions. However, notwithstanding this provision, the arbitration terms provided in Section 10 are governed by the Federal Arbitration Act.
These Terms, including the Terms of Service and together with any applicable Agreement, sets forth the entire agreement and understanding between you and us relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, whether written or oral, to the extent they relate in any way to the subject matter hereof and thereof. Even though we drafted these Terms, you represent that you have had ample time to review and decide whether to agree to these Terms, including time to consult with legal counsel. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or us because of the authorship of any provision of these Terms.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of that party.
You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative of the Company. For the purposes of this provision, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles. The Company may freely assign these Terms without your consent or the consent of any other User. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of the successors and permitted assigns of the parties.
The parties to these Terms will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, epidemic, pandemic, disease outbreak (including the COVID-19 virus), acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party (collectively, “Force Majeure Events”). The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if a Force Majeure Event occurs and its effect continues for a period of sixty (60) days, either party may give to the other a thirty (30) day notice of termination. If, at the end of the thirty (30) day period, the effect of the Force Majeure Event continues, these Terms will terminate.
11.7 Independent Contractor
Except as otherwise set forth in this Agreement, TrustPoint is an independent contractor, and nothing in this Agreement will be construed as establishing an employment or agency relationship between User and TrustPoint or any TrustPoint personnel. TrustPoint will determine, in TrustPoint's sole discretion, the manner and means by which the Services are provided.
11.8 Marketing Rights
Partners and Members agree to discuss participation in the development and publishing of a case study outlining the benefits of the Services and related marketing efforts, such as press releases, media content, and industry conferences; none of which will be released or published without the Parties’ prior written consent.
Company may offer Users access to certain electronic signature tools as part of the Services or obtain electronic signatures from Users arising from the provision of Services. For U.S. Users, electronic signatures and records are governed by the ESIGN Act and UETA, and have the same legal effect as handwritten signatures and paper records.
12.1 Definitions
12.1.1 Electronic Signature
An electronic sound, symbol, or process that is attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
12.1.2 Electronic Record
Any information that is created, generated, sent, communicated, received, or stored by electronic means.
12.2 Acceptable Forms of Electronic Signature
The following are acceptable forms of electronic signature:
12.2.1 Typed Signature
A signature that is created by typing a name or initials into a document.
12.2.2 Digital Signature
A signature that is created using encryption technology to ensure that the signature is unique and cannot be replicated.
12.2.3 Biometric Signature
A signature that is created using biometric technology, such as a fingerprint or facial recognition.
12.2.4 Double Acknowledgment
A digital acceptance signature by acknowledging the acceptance of terms, such as with a checkbox and clicking of a button titled ‘Accept Terms of Service’, or something similar to that effect.
12.3 Requirements for Electronic Signatures
12.3.1 Intent
The signer must have the intent to sign the electronic record.
12.3.2 Identification
The signer must be identified in a manner that is reasonably reliable.
12.3.3 Attribution
The electronic signature must be attributed to the signer.
12.3.4 Record Retention
Electronic signatures must be retained with the electronic record with which they are associated.
12.4 Signature Process
12.4.1 Authorization
Only authorized Users may use electronic signatures.
12.4.2 Signature Process
The signer must follow the established signature process to ensure that the electronic signature is valid.
12.4.3 Security
Electronic signatures must be protected from unauthorized access.
12.4.4 Review
The signer must review the electronic record before signing to ensure accuracy.
12.5 Legal Effect
12.5.1 Legally Binding
An electronic signature has the same legal effect as a handwritten signature.
12.5.2 Enforceability
Electronic signatures are legally enforceable in all jurisdictions in which Company operates.
Subject to the conditions set forth herein, the Company may, in its sole discretion, amend these Terms at any time by posting a revised version on the Website. We will provide reasonable advance notice of any amendment that includes a Substantial Change by posting the updated Terms on the Website, providing notice on the Website, and/or sending them to you by email. If the Substantial Change includes changes to any fees to be charged by the Company, we will provide at least thirty (30) days’ advance notice of the change, provided that we are not obligated to provide any advance notice for changes resulting in a reduction in fees whether temporary or permanent. Any revisions to these Terms will take effect on the noted effective date or, if no effective date is specified, on the date such updated Terms are posted (each, as applicable, the “Effective Date”).
By logging into your Account and using the Platform or related services after the Effective Date, you agree to be bound by these Terms as revised pursuant to this section. If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms.
No modification or amendment to these Terms will be binding upon us unless in a written instrument signed by a duly authorized representative of the Company. For purposes of this provision, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles. This provision does not apply to amendments to these Terms posted by us on the Website as described above in this section.
Unless both you and we expressly agree otherwise in writing, either party may terminate these Terms in its sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the Terms of Service as well, except as otherwise provided herein. You may provide written notice to support@trustpoint.ai. In the event you properly terminate these Terms, your right to use the Platform, including your access to your Account, will be automatically revoked, and your Account will be closed.
Because we are not a party to any Project Agreement or Project Financing Agreement between Members, you acknowledge, agree, and understand that termination of these Terms (or attempt to terminate these Terms) does not terminate or otherwise affect any Project Agreement or Project Financing Agreement entered into between you and other Members. In order to effectively terminate these Terms, you must not have any open Projects. If you attempt to terminate these Terms while having one or more open Projects, (a) you will continue to be bound by this these Terms until all such Projects have been completed or otherwise terminated; (b) we will continue to perform those services necessary to facilitate any open Project or related transaction between you and another Member; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Projects, whichever is later, to us under these Terms and to any Members in connection with Projects. Without limiting our other rights or remedies, we may, but are not obligated to, deny or refuse your registration or temporarily or indefinitely revoke access to the Platform and refuse to provide any or all related services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or us, may be contrary to the interests of the Member community, or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Platform under the same Account or a different Account or reregister under a new Account without our prior written consent.
You acknowledge, agree, and understand that the value, reputation, and goodwill of the Platform depend on transparency of Members’ Account status to all Members, including both yourself and other Members who have entered into Project Agreements or Project Financing Agreements with you. You therefore agree as follows: IF WE DECIDE TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WE HAVE THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO PROJECT AGREEMENTS OR PROJECT FINANCING AGREEMENTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS AND (B) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. We will have no liability arising from or relating to any notice that we may provide to any Member regarding any closed Account status or the reason(s) for such closure.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other content you keep on the Platform. Except as otherwise required by Applicable Law, we, in our sole discretion, may retain some or all of this information along with all your previous posts and User Contributions in order to comply with Applicable Law and for such period as is required by Applicable Law. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which we will have no liability whatsoever.
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