Terms of Use
The website located at www.PennyWorks.com (the “Site”) and the PennyWorks mobile application (the "Mobile App"; together with the Site, the "Platform") is brought to you by HybridFi Inc. (“HybridFi,” "we", "us," or "our") which owns and operates the Platform. As used herein, each of the terms Site, Mobile App and Platform also includes any content, functionality, and services offered on, or through, the Site, Mobile App and/or Platform, respectively; the term Platform also means any part of the Platform as the context may require or as may be applicable. By access and use of the Platform, you agree to, and accept, the following terms and conditions of use, including, without limitation, the Mobile Terms (as defined below) as set forth herein (collectively, the "Terms of Use").
Please read these Terms of Use carefully before using the Platform, as the Terms of Use constitute a legally binding contract between you and HybridFi (such agreement is sometimes referred to herein as this "User Agreement"). The Terms of Use sets forth the terms and conditions which govern your access and use of the Platform and of the Content (as defined below) and the services and functionality made available on, or through, the Platform (collectively, the “Services”) whether as a guest or a registered user. By browsing, accessing, or otherwise using the Services in any manner, you hereby accept, without limitation or qualification of any kind, (i.) the Terms of Use, (ii.) the Privacy Policy for the Platform (the “Privacy Policy”, a copy of which is available at [•]), and (iii.) all other policies posted on, or made available through, the Platform (such policies are collectively referred to herein as the “Platform Policies”). All of the Platform Policies are incorporated by reference into these Terms of Use. By agreeing to the Terms of Use, you agree that the disclosures set forth in our Full Disclosure Statement on the Site (www.pennyworks.com/disclosure) shall be deemed to be incorporated in its entirety into any communication by HybridFi or any of its affiliates by or through the Platform or any other medium, including, but not limited to, any social media communication, advertisement, email or other communication (each, a "Communication"), irrespective of whether or not that any such Communication contains a link thereto.
If you do not agree to the Terms of Use, the Privacy Policy, and all other Platform Policies and accept delivery of our privacy notices electronically, you may not access or use the Services and must exit the Platform now. Further, if you do not agree to the Terms of Use, the Privacy Policy, and all other Platform Policies, you agree that your sole and exclusive remedy is to discontinue using the Platform.
User Requirements; Registration
This Platform is intended solely for users who are at least 18 years of age or older. By using the Platform, you affirm that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide by, and comply with, this User Agreement.
While basic access to the Platform is publicly accessible, to use certain features, you must complete the registration process, account opening procedures and other procedures that may apply. First, you must register for an account by verifying your email address. Upon registering
your account, a PennyWorks account will be created for you (such account, your "User Account") to access your application and other resources. You agree that the registration and other information that you provide shall be accurate, complete and current. You further agree to promptly update that information to maintain it as accurate, complete and current. YOU UNDERSTAND THAT A CHANGE IN YOUR STATE OF RESIDENCE MAY IMPACT YOUR ELIGIBILITY TO ACCESS AND USE THE PLATFORM, AND HEREBY AGREE TO NOTIFY US IN ADVANCE OF ANY CHANGE IN YOUR STATE OF RESIDENCE. If you register on behalf of a business entity or other organization, you represent and warrant that you have the authority to provide the information required and to bind the entity or organization to the Terms of Use.
Updates to the Terms of Use
Please review the Terms of Use periodically which may be accessed through the Platform. We reserve the right, in our sole discretion, to update or revise the Terms of Use at any time. By using or accessing the Platform, you agree that we may modify the Terms of Use or the Platform at any time without prior notice. You further agree that we will have no further obligation to notify you of any modifications and, unless where otherwise provided by applicable law, such updates or modifications shall become effective immediately upon the posting thereof and will be indicated by the “last updated” date indicated above. Your continued use of the Platform following the posting of updates and/or revisions to the Terms of Use will conclusively indicate and constitute your acceptance of such update and/or the revised Terms of Use. The most current version of the Terms of Use can be accessed at any time by selecting the Terms of Use link on the bottom of the Site and Mobile App, as applicable.
Certain User Security Measures
Users will have the option to use a Two-Factor Authentication control to login to the Platform. Access to the certain areas of the Services (“User Restricted Areas”) is enabled only by username and password. You shall maintain your password in strict confidence. In no event shall you share your password with any third party or allow another person to access the User Restricted Areas using your password. You shall immediately notify us if you have any reason to believe that your username or password has been lost or compromised or misused in any way. You shall immediately report any unauthorized or suspicious activity involving your user account. You are fully and solely responsible for any and all use of the Services using your username and password. We reserve the right to revoke or deactivate your username and password if you violate the Terms of Use.
Platform Content
A. Content Description. The Platform contains a wide variety of Content (as defined below), whether (1) proprietary to HybridFi and/or its affiliates, or (2) proprietary to third parties. The term “Content” includes, but is not limited to, text, data, files, documents, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view, access or download (but only as expressly permitted in paragraph C below) through the Platform.
B. Proprietary Rights. You acknowledge and agree that all Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by HybridFi or other parties that have licensed their material to HybridFi, and are protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior written consent of HybridFi or such third-party that owns the Content. All rights not expressly granted herein by HybridFi and/or its licensors to you are reserved by HybridFi and/or its licensors.
C. Use Restrictions. You may access and use Content solely for your information and personal, non-commercial use, as intended through the provided functionality of the Services and permitted under this User Agreement. Any modification of the Content, use of the Content on any website or networked computer environment, or use of the Content for any purpose other than personal, non-commercial use, without the prior written consent of HybridFi and/or its licensors, as applicable, is a violation of the copyright, trademark, and other proprietary rights in the Content and is expressly prohibited. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services that prevent or restrict the use or copying of any Content and not to alter, remove, or falsify any attributions or other proprietary designations of origin or source of any Content appearing on the Platform. You shall not download any Content unless you see a “download” or similar link displayed by us on the Platform for such Content. We do not have an obligation to detect the presence of Harmful Code (as defined in “Additional Use Restrictions” below). If you download any Content from the Platform, you do so at your own risk. You agree that you are responsible for your own conduct while using the Platform and/or Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Use, the Privacy Policy, all other Platform Policies and any applicable law, rules or regulations (including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws).
D. Disclaimer. Your use of the Services is at your sole risk and Content is provided to you on an AS IS and AS AVAILABLE basis. You understand that we do not guarantee the accuracy, safety, integrity or quality of Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Content, including, without limitation, any reliance on the
Content, integrity, and accuracy of such Content. NOTHING ON THE PLATFORM SHOULD BE DEEMED TO CONSTITUTE A RECOMMENDATION TO PURCHASE, SELL OR HOLD, OR OTHERWISE TO CONSTITUTE ADVICE REGARDING, ANY SECURITY. BY ACCESSING CONTENT, YOU ACKNOWLEDGE AND AGREE THAT HYBRIDFI DOES NOT ENGAGE IN THE BUSINESS OF EFFECTING SECURITIES TRANSACTIONS OR PROVIDING INVESTMENT ADVICE AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (the "SEC") OR ANY STATE SECURITIES REGULATOR AS A BROKER-DEALER
OR INVESTMENT ADVISER AND DOES NOT CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION.
Additional Use Restrictions
You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including, without limitation, any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state. You shall not post or transmit via the Services (i.) a message or information under a false name; (ii.) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (iii.) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including, without limitation, through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Services.
Marks and Other Intellectual Property
All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of HybridFi, its affiliates and/or their respective owners and nothing contained herein should be construed as granting any license of, or right to use, any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the prior, express, written permission of HybridFi or such third-party that may own the trademark, service mark, logo, slogan or tagline.
Copyright Complaints
If you believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the information in writing as outlined in 17 U.S.C 512(c)(3). Please send notices to:
HybridFi Inc.
221 River St.
9th Floor, Suite #9165
Hoboken, NJ 07030
Attention: Stuart Filipp, Customer Success Manager
848-420-8350
support@pennyworks.com
You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512 (c)(3), your DMCA notice may not be valid.
Disputes
All questions regarding your User Account, the Platform or the use of the Content must be directed to support@pennyworks.com or 848-420-8350 and not to any other party.
User Interactions
You are solely responsible for your interactions with other users of the Platform (“Users”) both within the Platform and outside of the Platform. It is prohibited for Users to contact each other outside of the Platform for purposes related to the funding activities on the Platform. Consistent with this prohibition, HybridFi and its affiliates expressly disclaim any responsibility for interactions between Users outside of the Platform. We reserve the right, but have no obligation, to monitor interactions on the Platform between you and other Users, as well as any disputes between you and other Users.
Suspension; Termination
You understand that the Services are provided as a courtesy to you and that we may modify, suspend or terminate all, or a portion of, the Services at any time in our discretion without prior notice to you. We reserve the right, in our sole discretion, to revoke, terminate or suspend any privileges associated with accessing the Services for any reason or for no reason whatsoever, including, without limitation, improper use of the Services or failure to comply with these Terms of Use, and to take any other action we deem appropriate. You agree that HybridFi shall not be liable to you or any third party for any termination of your access to the Services. User Account termination may result in the forfeiture and destruction of all information associated with your User Account. If you wish to terminate your User Account, you may do so by contacting HybridFi’s customer service at support@pennyworks.com. Any fees paid to HybridFi are non refundable, unless otherwise specified, and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Platform or Services incurred prior to such termination.
Comments; Suggestions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to HybridFi (collectively, “Feedback”) are not confidential and you hereby grant to HybridFi a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
Links to Other Websites
The Platform may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Platform. When you access third party websites, you do so at your own risk. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites, and you acknowledge that HybridFi is not responsible or liable for the
content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. These other websites may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other websites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit. Please be aware that the terms of our Privacy Policy do not apply to these third party websites.
Social Media Accounts
We may interact with you on third party sites where we post content or invite your feedback, such as through our accounts on Facebook, Twitter, Instagram, and LinkedIn.
Disclaimer
No communication by HybridFi, through the Platform or any other medium, should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice. Nothing on the Platform is intended as an offer to extend credit, an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the Content on the Platform poses risks, including, but not limited to, credit risk, interest rate risk, and the risk of losing some or all of the money you invest. Before investing in any securities you should: (i.) conduct your own investigation and analysis; (ii.) carefully consider the investment and all related charges, expenses, uncertainties and risks, including, without limitation, all uncertainties and risks described in offering materials; and (iii.) consult with your own investment, tax, financial and legal advisors. The securities described in the Content on the Platform are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private placements requires the ability to afford to lose the entire investment, long term commitments, and low liquidity needs. Investments in private placements are highly illiquid and those investors who cannot hold an investment for the long term (generally, at least 5-7 years) should not invest. Notwithstanding the foregoing, the Platform may offer access to securities that are expected by their terms to return investor principle in less than 12 months, which may be a factor to consider with respect to liquidity only. This Platform provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. This Platform does not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by, and subject to, more detailed information in the applicable offering materials. HybridFi is not registered as an investment adviser or broker-dealer. HybridFi does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.
No Advice Given
The Services are not intended as financial or investment advice. By providing the Services, HybridFi does not intend to provide financial, investment, accounting, regulatory, compliance legal or tax advice and/or any other advice of any kind. Your use of the Services and any
decisions you make to lend or invest money relating to opportunities addressed in the Content are at your sole risk. Lending money and investing in securities can expose you to the risk of loss up to the amount lent or invested.
Content shall not be construed as solicitation or recommendation. HybridFi’s and its affiliates’ officers, associated persons, or members of their families, may at any time be long or short, purchase or sell, or own options, rights or warrants in any securities of the publicly traded companies discussed in any Content, and may make purchases or sales of these securities. HybridFi has no assets under management and is not registered as an investment adviser or broker-dealer with the SEC or any state securities regulator. Neither HybridFi nor any affiliate of HybridFi provides advisory services.
Content is meant for informational purposes only. Neither the Content nor any opinions expressed therein are a solicitation to purchase or sell any securities or for any other investment related services. You should consult your portfolio managers, analysts, investment advisers, financial advisors, accountants, attorneys, or investment committees, as applicable, responsible for management of applicable assets before acting on information made available on, or through, the Services. Content contains forward looking predictions that are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated or projected. HybridFi provides Content to you in an effort to provide comprehensive information of a range of possible investment opportunities. Securities discussed in the Content are not suitable for all investors due to different needs, objectives, and financial resources. The securities mentioned may not be available in every state. Investors should consider these factors when making an investment decision. Any questions regarding the Content must be addressed to HybridFi using the contact information set forth in our Privacy Policy. Information obtained from independent sources other than HybridFi (including, without limitation, newspapers, magazines, and the internet is furnished for informational purposes only; HybridFi has not prepared such sources or approved their contents. The information contained in the Content was obtained from sources believed to be reliable, however, HybridFi does not guarantee its accuracy or completeness. Neither HybridFi nor any of its affiliates renders tax or legal advice. As such, no one should act upon any tax or legal information contained in the Content without consulting a tax professional or attorney, as applicable.
You acknowledge and agree that (i.) HybridFi and the individuals and entities that indirectly or directly own and/or control or are employed by HybridFi, or are under common ownership and/or control with HybridFi, may lend or invest in transactions described in the Content, and (ii.) the ownership and control relationships described in clause (i.) of this sentence may create conflicts between your interests and those of HybridFi and/or the parties that own, control or are under common control with or employed by HybridFi. You agree to review and analyze all opportunities to invest or lend related to HybridFi, including, without limitation, by consulting professionals and experts as described in the preceding paragraph, before agreeing to lend or invest. You agree and acknowledge that any resulting transaction creates an arm’s length relationship between HybridFi and you and does not create any fiduciary or agency relationship or obligation on the part of HybridFi or any individual or entity affiliated with HybridFi through ownership or control.
Disclaimer of Warranty
Access to the Services is provided “as is” and “as available” without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, HybridFi, its affiliates and any person associated with HybridFi and its affiliates, disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, HybridFi does not warrant that access to the Services will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does HybridFi, its affiliates, nor any person associated with HybridFi or its affiliates, make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Services, that defects will be corrected, that our Platform or the server that makes it available are free of viruses or other harmful components or that the Platform or any Services or items obtained through the Platform will otherwise meet your needs or expectations. You expressly agree that your use of the Services is at your sole risk. You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your login credentials. HybridFi cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of advice, ideas, information, instructions or guidelines accessed through the Services.
You understand that we do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or any Services or other proprietary material due to your use of the Platform or any Services or items obtained through the Platform or to your downloading of any material posted on it, or any website linked to it.
Limitation of Liability
HybridFi and its subsidiaries, affiliates, officers, directors, agents or employees are not liable to you or any other person for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Services, whether under a theory of breach of contract, tort, negligence, strict liability, malpractice, any other legal or equitable theory or otherwise, even if HybridFi has been advised of the possibility of such damages. You hereby release HybridFi and hold it and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services. You waive the provisions of any state or local law limiting or prohibiting a general release. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked websites or otherwise by parties other than HybridFi and received through the Services or any linked websites.
Exclusive Remedy
Without limiting the limitation of liability above, in the event of any problem with the Services, you agree that your sole and exclusive remedy is to cease using the Services. Under no circumstances shall HybridFi, its subsidiaries, affiliates, officers, directors, agents or employees be liable in any way for your use of Services, including, but not limited to, any errors or omissions in the Services, any infringement by the Services of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Services. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
Indemnification
Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend HybridFi and its subsidiaries, affiliates, suppliers, lenders, licensors or service providers and, in each case, their respective officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their respective parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of the Services; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any obligations set forth in this User Agreement. You shall not settle any such claim without the prior written consent of the applicable Indemnified Party.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
This defense and indemnification obligation shall survive the termination of this User Agreement and your use of the Service. HybridFi reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with HybridFi in asserting any available defenses.
HybridFi Mobile Program Terms and Conditions
The HybridFi text message service (the “Text Service”) is operated by HybridFi. Your use of the Text Service constitutes your agreement to these terms and conditions (“Mobile Terms”). The HybridFi Terms of Use, Privacy Policy and other Platform Policies also apply to your use of the Text Service. We may modify or cancel the Text Service or any of its features without notice. We may also modify these Mobile Terms at any time and your continued use of the Text Service following the effective date of any such changes shall constitute your acceptance of such changes.
HybridFi does not charge for the Text Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and Data Rates May Apply. Text messages may be sent using an automatic telephone dialing system or other technology. Your consent to receive autodialed marketing text messages is not required as a condition of purchasing any goods or services or investing in any offering on the Platform. If you have opted-in, the Text Service provides mobile text alerts relating to (i.) account status and notifications, (ii.) offering notices, investment status and reminders, (iii.) technology-related product updates and (iv.) marketing and advertising communications. The Service is a recurring message program. Message frequency will vary. You may receive multiple messages per month. Text the single keyword command STOP to cancel at any time. You’ll receive a one time opt-out confirmation text message. If you have subscribed to other HybridFi mobile message programs and wish to cancel, you will need to opt-out separately from those programs by following the instructions provided in their respective mobile terms. For Text Service support or assistance, text HELP to our Program short code, or call our customer support team at 848-420-8350, or email us at support@pennyworks.com.
You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and HybridFi will not be responsible for honoring requests made in such messages.
The wireless carriers supported by the Text Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you change your mobile phone number, you agree to opt out of the Text Service prior to changing your mobile number. You agree to indemnify, defend, and hold us and our affiliates harmless from any third party claims, liability, damages or costs arising from your use of the Text Service or from you providing us with a phone number that is not your own.
You agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Text Service; any errors in such information; and/or any action you may or may not take in reliance on the information or Text Service.
Confidentiality
In using the Services, you will have access to confidential information of HybridFi and its affiliates and others including, without limitation, their respective clients, lenders, borrowers, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of HybridFi’s and its affiliates’ clients (collectively, “Confidential Information”). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including, without limitation, (i.) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii.) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii.) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to HybridFi) or any unauthorized third party; (iv.) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v.) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (vi.) to use Confidential Information in compliance with all applicable laws. You shall immediately notify, and cooperate fully with, HybridFi in the event you discover or suspect any unauthorized use of, or access to, the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach, or threatened breach, by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under your User Agreement will continue after termination of your User Agreement and termination of access rights hereunder.
Governing Law and Jurisdiction
This User Agreement shall be governed by the laws of the State of New York without regard to its rules on conflicts or choice of law that would require or permit the application of the laws of any other jurisdiction. By agreeing to these Terms of Use and using the Platform and the Services, you agree to submit to personal jurisdiction in New York for all purposes, the exclusive jurisdiction of the New York courts and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. You and HybridFi agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this User Agreement. You understand that you may consult with counsel about agreeing to this User Agreement, and you agree that by using the Platform, and the Services, you are voluntarily accepting the User Agreement.
Miscellaneous
This User Agreement constitutes the sole agreement between you and HybridFi for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this User Agreement shall bind either you or HybridFi. Any of the terms of this User Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of this User Agreement as a whole. Failure to insist on performance of any of the terms of this User Agreement will not operate as a waiver of any subsequent default. No waiver by HybridFi of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This User Agreement shall be binding upon, and inure to the benefit of, each of the parties and the parties’ respective successors and permitted assigns. A printed version of this User Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon, or relating to, this User Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
