TrustPoint Terms of Service

Last Modified: April 14, 2022


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: Website Terms of Use; 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 Use”). The Terms of Use are available at By agreeing to be bound by these Terms, you also thereby agree to all of the provisions of the Terms of Use. In the event of a conflict between any provision of the Terms of Use and these Terms, these Terms shall control.

1. Definitions

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.

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.

Borrower” means any Person that is receiving a loan from a Client or an Originator to complete a Project.

Client” means a Person that wishes to use the Platform in connection with a Project or Contractor Services and has entered into a Software as a Service Agreement with us (“SaaS 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 SaaS Agreement and (ii) for whom access to the Platform has been purchased under the SaaS Agreement.

Confidential Information” means any confidential, sensitive, non-public, or proprietary information relating to these Terms, a User, 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. 

Contractor” means a Person in the construction or remodeling business that wishes to use the Platform in connection with providing Contractor Services to a Borrower in order to complete a Project. 

Contractor Services” means the services, duties, and obligations as mutually agreed by a Contractor and a Borrower under a Project Agreement. Contractor Services may include architecture, landscaping, construction and general contractor work, or similar services. We reserve the right to limit, prescribe, prohibit, or otherwise define what Contractor Services may be provided in connection with use of the Platform.

Customer” means a Client’s customer who may use the Platform, which may include Originators, Borrowers, Contractors or their suppliers.

Dispute” means any controversy, dispute, demand, claim, or cause of action, including with respect to the interpretation and scope of these Terms.

Effective Date” has the meaning given in Section 12.

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).

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 certain Work Product.

Member” means a Client, Customer, 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. 

Payment Facilitation Services” means the services provided by the Company through the Platform related to the processing of payments from Clients to Customers.

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 Contractor has been hired to complete and 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 Contractor governing the provision of Contractor 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.

Site Inspection Enablement Services” means the services provided by the Company or a Vendor through the Platform related to onsite verification of the completion of Contractor Services, Work Product, or Line Items.

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.

Vendor” means a third-party contractor of the Company retained to provide Site Inspection Enablement Services.

Website” means and all related websites and mobile applications.

Work Product” means any tangible or intangible results or deliverables that a Contractor agrees to create, perform, provide, or deliver to a Client as a result of performing Contractor Services under a Project Agreement.

2. Platform Accounts

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 Use and all other appropriate agreements under the Terms of Use. 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.
2.1 Account Profile
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.
2.2 Account Types
We offer different Account types for Clients, Customers, 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.
2.2.1 Clients
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. 
2.2.2 Customers
Customers are generally Originators, Borrowers, and Contractors using the Platform to plan and manage certain aspects of Projects or other Persons to which Clients use the Platform to provide services. 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 any active Projects; and request payments. 
2.2.3 Vendors
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.
2.3 Corporate Accounts
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.
2.4 Account Verification and Security
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.

3. The Platform

3.1 Use of the Platform
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 Contractor Services or provide listings of Projects; and all Projects are arranged directly between Borrowers and Contractors. You acknowledge, agree, and understand that we offer no warranty with respect to any goods or Contractor Services provided in connection with any Project or any Project Financing Agreements. 
3.2 Fund Control Requirement and Exceptions Tracking
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.
3.3 Draw Approval Workflow
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.
3.4 Integrated Communication and Multi Modal Experience
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.
3.5 Digital Signing of Lien Waivers and Related Contracts
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.
3.6 Payment Facilitation Services
In order to use the Payment Facilitation Services, upon our notification that a Line Item, Contractor Services, or Work Product has been sufficiently completed in accordance with Section 3.7, the Customer or the applicable Contractors shall prepare an invoice for the associated payment in accordance with the Project Agreement and upload it to the Platform. In the event of a dispute between Members over payments required by a Project Agreement, the Members agree to resolve the dispute in accordance with the Project Agreement and without the involvement of the Company.

If you are a Client, once the Customer uploads an invoice to the Platform, you (i) hereby authorize and instruct the Company to debit your bank account via ACH in the amount of such invoice in accordance with these Terms, and you acknowledge, agree, and understand that such payment instruction is irrevocable to the fullest extent permitted by law or (ii) will wire funds to the Company’s bank partner in accordance with the Company’s wire instructions.

To use the Payment Facilitation Services, you must complete the ACH Authorization form on the Platform unless you will wire funds for all invoices to Company’s bank partner.
3.7 Site Inspection Enablement Services 
The Site Inspection Enablement Services available through the Platform enable the requesting and  scheduling of site inspections for Projects and the uploading and viewing of site inspections of Projects with media collected onsite to assess the percentage completion of Line Items, Contractor Services, or Work Product. The Company provides no warranties with respect to the completeness or quality of any Line Items, Contractor Services, or Work Product.
3.8 Application Programming Interfaces (APIs)
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.
3.9 Relation to 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 Customers or Contractors’ work and is not responsible for any Line Items, Contractor 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 Contractor Services; the qualifications, background, or identities of Members; the ability of Contractors to deliver the Contractor Services; the ability of Clients to pay for the Contractor Services; statements or posts made by Users; or the ability or willingness of a Member to actually complete a transaction or Project.   
3.10 Payment of Taxes 
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. 
3.11 Feedback and User Contributions to the Website
As further provided in the Website Terms of Use, the Website 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, such as comments, feedback, 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. 

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 Use 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.

4. Member Data

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 the 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 SaaS Agreement.  This license will survive termination of these Terms.

5. Representations and Warranties

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, its related 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 Use. 

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 may be either the Client or Originator and that you have all requisite authority and legal right to enter into the Project Financing Agreement and make decisions regarding the Project.

6. Contractual Relationship Between Members

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 or Project Financing 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 Project Agreement or Project Financing Agreement 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.

7. Limitation of Liability

We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with these Terms, including, but not limited to:
  • your use of or your inability to use the Platform;
  • delays in the delivery of any goods or Contractor Services, including Project delays caused by such delays in the delivery of goods;
  • delays in issuing payments related to the Project Financing Agreement;
  • 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 Contractor Services, including defects or errors in Work Product or goods provided by Contractors 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 Contractors 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); and
  • 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.

8. Release

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 Contractor Services provided to a Client and refund requests based upon such Disputes.


This release will not apply to a claim that we failed to meet our obligations under these Terms.

9. Indemnification

You will indemnify, defend, and hold harmless the Company, our affiliates, and our respective directors, officers, employees, representatives, and agents for any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you, a third party or another User relating to or arising out of: (a) the use of the Platform by you or your agents, including any payment obligations or default incurred through use of the Platform; (b) any Project Agreement or Project Financing Agreement entered into by you or your agents, including the classification of you as an independent contractor, the classification of the Company as an employer or joint employer of you, and any other claims relating to employment in connection with such engagement; (c) failure to comply with these Terms or Applicable Law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this section, your agents include any Person who has apparent authority to access or use your Account as demonstrated by using your username and password. If you are a Client, your obligations set forth in this Section 9 are in addition to any indemnification obligations under your SaaS Agreement.

10. Disputes

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 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.

This section will survive termination of these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) of the preceding paragraph (prohibiting arbitration on a class or collective basis), if any part of this section is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this section will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If, however, either subpart (a) or (b) of the preceding paragraph is found to be invalid, unenforceable, or illegal, then the entirety of this section will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a Dispute proceeds in court rather than in arbitration, the Dispute will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in San Francisco, California.

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

11. Miscellaneous

11.1 Survival
After these Terms terminate, the terms of these Terms (including the Terms of Use) 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.
11.2 Choice of Law
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. 
11.3 Entire Agreement
These Terms, including the Terms of Use and together with any applicable SaaS 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.
11.4 No Waiver
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.
11.5 Assignability
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.
11.6 Force Majeure
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.

12. Agreement Modification; Term and Termination

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 Use as well, except as otherwise provided herein. You may provide written notice to 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.