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Terms of Use

Last updated October 1st, 2012

THESE TERMS OF USE (THESE “TERMS OF USE”) DEFINE THE RELATIONSHIP BETWEEN DEALSTRUCK (THE “COMPANY” OR “WE” OR “US”) AND YOU, THE PERSON ACCESSING THE DEALSTRUCK WEBSITE LOCATED AT DEALSTRUCK.COM (THE “SITE”) AND REGISTERING FOR OUR SERVICES (“YOU” OR “YOUR”). YOU MAY USE THE SERVICES (DEFINED BELOW) ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SITE OR SERVICES. YOU MAY USE THE SERVICES ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Site. We may terminate these Terms of Use at any time by suspending or terminating access to the Site and/or Services and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Site or Services after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our duly authorized representative or posted to the Site by our duly authorized representative.

Table of Contents:

Services

By using the Site, growing businesses seeking additional investment capital can be matched with interested investors, and entities or individuals looking to invest in a business opportunity can be matched with potential investment recipients (the “Services”). In its current form, the Site allows you to provide certain information so that we may contact you with such opportunities. We reserve the right to modify or change our Site or any of the Services, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site or any Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site.

Agreement with Respect to Terms of Use

These Terms of Use constitute a legally binding agreement between the Company and you. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time at: [provide link]. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy (as defined below) and terms governing any individual Web page, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site and/or Services.

Registration

The Site will allow you to provide certain contact information, including your id and email address, and register yourself as a borrower or investor. If you are a borrower, you may be asked to provide certain additional information, including the amount of investment you are seeking, your target borrowing rate, the purpose of the investment and the duration of the loan (all such information collectively, your “Information”). We reserve the right to restrict certain areas of information on the Site to such registered users. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your access to the Site. We are committed to your privacy, and our [provide link] (the “Privacy Policy”), the terms of which are incorporated herein, explains the policies put in place and used by us to protect your Information and your privacy as you visit the Site and use our Services.

Use and Restrictions

Content

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content and the Site are owned by the Company and/or its licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms of Use, no part of the Site or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site pursuant to these Terms of Use, we retain all right, title and interest in and to the Site including all related intellectual property contained therein.

As further described in our Privacy Policy, the Site contain links to other independent third-party web sites (in all cases “Linked Sites”). You should review applicable terms and policies, including privacy and data gathering practices, of third party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Permitted Uses

Subject to these Terms of Use, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Site and Content in accordance with the Terms of Use, and for no other purpose. All rights, title and interest in and to the user interface and Content, on or through the Site shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Site and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site. You have no right or claim of right to the Content or any unique ideas found on the Site. No ownership rights are granted to you hereunder and no title is transferred hereby.

Prohibited Uses

You may not use the Site for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Site is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site; (c) “frame” or “mirror” any portion of the Site; (d) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site; (e) use the Site or Services for any illegal activity; (f) engage in unlawful multi-level marketing, such as a pyramid scheme; (g) access or use any portion of the Content if you are a direct or indirect competitor of the Company, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the Company; (h) use or distribute any Content, including Content that has been delivered to you as part of the Services, to directly or indirectly create or contribute to the development of any database or product; or (i) facilitate or encourage any violations of this Section.

Warranties, Disclaimers and Limitations of Liability

Your Warranties

You represent and warrant to the Company that (a) all Information, that you provide to us is accurate and truthful, (b) you have the authority to share your Information with us and to grant us the right to use your Information as provided in these Terms of Use and Privacy Policy and (c) your acceptance and use of the Site pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound.

Disclaimer of Warranties

ALTHOUGH THE COMPANY MAKES EFFORTS TO PROVIDE AN ACCURATE SITE, THE SITE AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. THE COMPANY AND ITS MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE AND CONTENT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE SITE AND CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY AND (5) THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SITE AND CONTENT IS AT YOUR OWN RISK AND THE COMPANY MAKES NO WARRANTIES.

THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE AND ANY FEATURE OR PART THEREOF AT ANY TIME.

The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site; (2) to modify or change the Site, or Services, or any portion of the Site, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE.

>Limitation of Remedies

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE SITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE SITE, AND ALL OTHER USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnification

You will indemnify and hold the Company harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use; (ii) your fraudulent or malicious use of the Site or your misuse or abuse of the Site and/or Services or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANY AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THESE TERMS OF USE.

Interpretation

These Terms of Use are governed by the laws of the State of California, U.S.A. without giving effect to any principles of conflict of law. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms of Use, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address:

Dealstruck,
2223 Avenida de la Playa
Suite 120
La Jolla, CA 92037or via email addressed to info@dealstruck.com,

and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Services, Content and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms of Use (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Term and Termination

The term of these Terms of Use will continue for as long as we allow you access to and use of the Site, and/or Services. Sections titled “Content,” “Warranties, Disclaimers and Limitations of Liability,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms of Use.

Questions? Contact us at privacy@dealstruck.com.