These Terms of Use ("Terms") are a legally binding agreement between CrossPath Financing Inc. and its corporate affiliates and subsidiaries as may be from time to time ("CrossPath Financing", "we" or "us") and the users or the visitors (each, "You" or "user") of our mobile applications (each, an "Application") and any and all websites and applications that CrossPath Financing operates or that link to these Terms (collectively, the "Website"), including but not limited to, any and all pages within each such website or application, any equivalent mirror, replacement, substitute or backup website or application, and pages that are associated with each such website or application, and shall govern the access, download and use of our Website, Application and any services, products or mobile applications which may be provided therein and any of the Services we may provide in connection with the Account (as defined below).
By accessing or using the Platform and opening a user account in the Platform (the "Account") or by installing the Application, You acknowledge and agree that You have read, understood and agreed to be bound by the Terms and to comply with all applicable laws and regulations. If You do not agree with the Terms, then You must stop accessing or using the Account. The Terms shall govern any and all kind of uses, features and Services offered or made available via the Account from time to time.
In order to learn how we collect and process information, please review our privacy policy, available at: Privacy Policy. The Privacy Policy is hereby incorporated by reference into these Terms as an integral part of these Terms. By accepting the Terms, You expressly indicate that You have read and understood the Privacy Policy.
To open an Account and use the Services: (i) if You are an individual, You can only use the Account for business purposes and You must be an individual and resident of the United States or one of its territories and at least 18 years old, or the age of majority or legal capacity in your state of residence; or (ii) if You are a business, the business must be organized in, incorporated in, operating in, or a resident of, the United States or one of its territories and in good standing.
We reserve the right, at our discretion, to revise, modify or update the Terms at any time. Such changes shall be effective upon publication of the amended terms. The last revision will be reflected in the "Last Revised" date above. Please make sure to review the Terms periodically. In the event of a material change to the Terms we will make best commercial efforts to inform You.
1. THE ACCOUNTS; SERVICES; ACCOUNT ELIGIBILITY
1.1 CrossPath Financing provides various services and financial products (each, a "Funding Products") including a) the matching of small businesses and small business owners (for a business purpose) with alternative lenders and other sources of funding ("Funding Providers"), b) the provision of merchant cash advances (Collectively, "MCA"), c) and expediting the remittance of a small businesses processing sales, ("Instant Pay", "Instapay"), as well as any services related to all of the aforementioned products and services (collectively, the "Services").
1.2 You hereby acknowledge and agree that for the purposes of improvement, repair, or upgrade of the Platform or the Services provided in connection with your Account or for any of the reasons for termination as set forth hereunder we shall be entitled, without any liability, to restrict, refuse, suspend, limit or interrupt the Services or any part thereof, without any notice to You and that access to the Account or the Services may be restricted or temporarily unavailable from time to time.
1.3 If You are using or opening the Account, making use of any of the Services or entering into these Terms on behalf of any corporate entity or any other type of business (each such entity or business, an "Entity"), You represent and warrant that You are authorized to accept these Terms and enter into a binding agreement with us on such Entity's behalf and understand that in such a case references to "You" in these Terms refer both to You and to the Entity on whose behalf You are authorized to be using the Services or the Account or entering into these Terms. Furthermore, if you are a joint owner (in equity or interest) in a business or a corporate entity, you represent that all corporate action on the part of the such entity or any other share or interest holder thereof necessary for the authorization, execution, delivery, and performance of all of such entity's obligations under these Terms, and any of the agreements incorporated by reference into these terms, has been (or will be) taken prior to the opening of the account, the application for funding and any other act related to these Terms. These Terms, when entered into and delivered by You, shall constitute the valid and legally binding obligations of such corporate entity, legally enforceable against such corporate entity in accordance with the terms and obligations under these Terms.
1.4 In the course of your registration, opening of an Account, applying for any funding or the provision of our Services, you may be required to provide us with access or connection to your bank account or accounts (via plaid or otherwise) and/or provide us with bank statements, by entering into these Terms, opening the Account or using any of our Services you hereby provide your consent to our use, and the use of the Bank and/or our Funding Partners, and review of your account or accounts (as provided by you) and any statements you provide in connection with our performance of these Terms and any related action.
1.5 If you are a partner, joint owner, shareholder, interest holder and the like in an Entity or a business and you are opening an account, in certain cases we may require you to provide information and data or permit us to conduct credit and background checks on their behalf with respect to other partners, joint owners, shareholders, interest holders, etc. in such an Entity or a business. In the event that you provide such information or permission you hereby represent and warrant that you perform such acts at your discretion and that you have a valid authorization to do so. Any such personal identifiable information that you provide us will be subject to our Privacy Policy as set forth below.
1.6 For the purpose of opening the Account and use of the Services, CrossPath Financing will require to process certain information in the process of registration and throughout the performance of the Services to ascertain the possibility of providing You with the Services. As such, in condition to providing You with the Services You will be required to allow CrossPath Financing access to your information including, but not limited to, your current and external bank account (the "Bank Account"), your credit score, or provide CrossPath Financing with the information and permissions required to perform background checks.
1.7 You hereby undertake not to impersonate another person with respect to the Account and undertake that You will only use the Account or the Services for a bona fide business purpose. You will not use the Account or the Services for personal, family or household purposes. You may not use the Account or the Services to obtain information about or make decisions about anyone but yourself and/or your business.
1.8 You shall be solely responsible for the activity that occurs on the Account and You must keep your Account passwords and other credentials secure and confidential. In addition, You are obligated to immediately notify us of any unauthorized use of your Account, for example, if You believe that your Account access information or a device that You use to access the Account has been lost or stolen, that someone is using the Service using your Account without your authorization, or that an unauthorized transaction has occurred, You must notify us immediately at admin@crosspathfinancing.com. CrossPath Financing cannot and will not be able to protect any user and recover any funds as a result of an unauthorized use that CrossPath Financing was not made aware of in a timely fashion. Furthermore, it is hereby clarified that CrossPath Financing has obligation to recover any funds or offer any sort of protection to any result of an error by the user or any unauthorized use or an assurance that the same would be possible.
1.9 As security for the performance of your obligations under these Terms, You grant to CrossPath Financing a lien on, and security interest in and to, any and all funds held in your Bank Account.
1.10 In order to access, view, and retain electronic Communications that CrossPath Financing makes available to You, You must have access to each of the following:
- 1.10.1 a computer with an Internet connection;
- 1.10.2 A smartphone;
- 1.10.3 Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;
- 1.10.4 Sufficient electronic storage capacity on your computer's hard drive or other data storage unit to save past Communications and/or an installed printer to print them;
- 1.10.5 An email account with an Internet service provider and email software. Your access to this page through your device verifies that your device meets these requirements; and
- 1.10.6 A current web browser that includes 128-bit encryption with cookies enabled.
2. MCA PRODUCTS AND SERVICES
2.1 When you register and create an Account with us. Once you do, you may apply for funding at a dedicated part of the platform. You may also apply for funding before having an Account and one will be open for you in the course of your application for funding.
2.2 When You open an Account and apply for funding, prior to the assumption of any funds under any Funding Product, You agree that You have read, understood and agreed to be bound by these Terms as well as certain documents you will receive and execute (electronically or otherwise) including among others the Purchase and Sale of Future Receivables Agreement which after your execution thereof shall be incorporated by reference into these Terms and shall constitute an integral part of the Terms and of your agreement with CrossPath Financing . If for any reason You do not agree with the terms and conditions of either of these Terms or the MCA Agreements, You should not use any of Funding Products or the Services related to MCA.
2.3 You agree that the representations and warranties made under these Terms and the MCA Agreements shall be deemed to be repeated at each case where You make use of the Services including but not limited to perform any act in connection with any Funding Product or any related Services as if any express or implied reference in the representations and warranties made by You under these Terms and the MCA Agreements on the date of the Account registration or application for funding was replaced by a reference to the any such date that is applicable to such time that is the later of: (i) as long as the Account is open; or (ii) as long as You make use of MCA or any related Services, apply for additional funding or perform any action in connection with funding already provided, in each case.
2.4 You represent and agree that all of the information that you have provided including any representation made during your application for funding is true, correct and accurate, and does not contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements in these Terms, the MCA Agreements or the application information not misleading, in view of the circumstances in which they were made.
3. USER REPRESENTATIONS AND UNDERTAKINGS
3.1 You represent and warrant that You are entitled to enter into these Terms and to assume all the obligations hereunder, and that the execution and delivery of these Terms and the fulfillment of your obligations and the terms and conditions hereof (i) will not constitute a breach or default under or conflict with any agreement or other instrument to which You are a party or by which You are bound; (ii) do not require the consent of any other person or entity, (iii) there are no contracts, impediments, hindrances or restrictive covenants preventing the full performance of your duties and obligations hereunder, and nothing contained in these Terms shall require or permit You to do any act inconsistent with the requirements of any statute, regulation or rule under any applicable law that may be in effect from time to time, including for the avoidance of doubt those relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies.
3.2 If You are entering these Terms representing an Entity as set forth in Section 1.3, You represent and warrant that: (i) such Entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) such Entity has full power and authority to consummate the transactions contemplated under these Terms (iii) all corporate action on the part of such Entity, its shareholders and directors or partners, as the case me be, that are necessary for the authorization, execution and performance of all of such Entity's obligations under these Terms have been taken, and the entry into these Terms has been duly performed by such Entity; (iv) the Terms are valid and binding upon such Entity and enforceable in accordance with their terms.
3.3 You are an individual and resident of the United States or one of its territories and at least 18 years old, or the age of majority in your state of residence to open an Account and use the Services. If You are a business, You represent that the is organized or incorporated in, operating in, or a resident of, the United States or one of its territories.
3.4 You represent and warrant that the information You provided in the process of your registration (including the information contained within the supplementary information such as your Bank Account) is current, true, correct and complete and does not omit to state any material fact necessary in order to make the statements made not misleading. If any information provided to us by You changes in any respect on or after the of registration and the opening of the Account, You agree to promptly notify us of any change to the information provided, but in any event within seven (7) calendar days of the change and with respect to any change of your Bank Account information, immediately.
3.5 You represent and warrant that the Services are used on your own account, not as a nominee or agent, and You have no present intention of, nor does You have any agreement or understanding, directly or indirectly, with any person to distribute, resale, grant any rights in, assign or transfer in any way, the Account, or the use of the Services.
3.6 You represent and warrant that neither You nor any person or entity directly or indirectly controlling, controlled by or under common control with You (or, with respect to any entry into these terms on behalf of a corporate entity, such corporate entity, as applicable) is a person identified as a terrorist or terrorist organization on any relevant lists maintained by governmental authorities.
3.7 You represent and warrant that none of the cash or property that You have paid, or will pay, to CrossPath Financing or receive yourself in connection with the Account has been or shall be derived from, or related to, any activity that is deemed criminal under the laws of any applicable jurisdiction.
3.8 You represent and warrant that no payment by You to CrossPath Financing , no funding of the Account or transfer of funds to You from CrossPath Financing shall cause CrossPath Financing or its affiliates, directors, officers and representatives to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder, as such laws and regulations may be amended from time to time, or any similar laws or regulations of any other applicable jurisdiction.
3.9 You represent and warrant that You conducted your own analysis and made your own decision to enter into these Terms and agree to use the Account and the Service and You have obtained, or had the chance to obtain, such independent advice (including accounting, legal and tax advice) in this regard as You deemed appropriate and You have not relied in such analysis or decision on any person other than your own independent representatives. You represent and warrant that You understand that You have had an opportunity to contact CrossPath Financing and ask for any information You require and You have obtained sufficient information in order to make an informed decision to use the Services and the Account or to enter into these Terms.
4. FEES AND PAYMENT TERMS
4.1 CrossPath Financing may charge the fees set forth in a relevant part of the Account dedicated to fees payable in consideration for the Service, in the relevant part of any agreement we present and is provided for You signature in the process of providing You with certain of our Services or charge a fee embodied in the spread between the purchase price and the purchase amount (collectively, "Services Fees").
4.2 We reserve the right to change the Services Fees at any time, and will provide users with reasonable prior notice of any fee changes before they become effective. Such fee changes will not affect any payments made prior to the effective date of the fee change or any Service assumed and not yet due at the time of the change.
4.3 You are responsible for paying any Services Fees that You owe to us. We shall collect the applicable Service Fees (including any applicable Taxes) via our payment services in the Account. Please note that the Service Fees are non-refundable once You confirm your agreement to purchase or receive any Service even if the funds related to such Service were not used by You, except as otherwise provided in the Account.
4.4 If any proceeding by or against You is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we'll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of these terms and conditions.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You hereby acknowledge and agree that all intellectual property rights including, but not limited to, all copyrights, trademarks, patents, characters, trade names, software code, trade secrets, icons, logos, layouts, and graphics, each of which as incorporated in the Platform or related thereto from time to time, are CrossPath Financing 's exclusive intellectual property and are all protected by national and international intellectual property laws and treaties including all applicable copyright laws and regulations. Please note that the Platform may contain third-party copyrights, graphics, logos or trademarks, and You are not granted any right or license with respect to our trademarks or the trademarks of any third party.
5.2 Subject to the terms and conditions of the Terms and your compliance with applicable laws and regulation, CrossPath Financing hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to download and install a copy of the Application and the right to use and access the Platform on a mobile device that You own or control or via a computer, solely for your own internal business purposes. Nothing in the Terms shall be construed to grant You any rights in the Website or Platform, and all such rights not granted hereunder are expressly reserved by CrossPath Financing .
5.3 As part of the Platform and the services and products therewith, we look forward to Users' comments, suggestions or feedback including with respect to improvements, compliments, or other issues as related to the Platform ("Feedback"). Please be aware that Feedback provided to us shall not be considered confidential or proprietary. You acknowledge and agree that by submitting Feedback to us, You hereby grant us a fully paid-up, worldwide, non-exclusive, perpetual, sub-licensable, irrevocable license to use, reproduce, display and publish such Feedback, without any additional consideration.
5.4 Except as set forth hereunder, You may not copy, alter, adapt, modify, reproduce, distribute or commercially exploit any materials, including graphics, video, text, audio, software code, design, logos or user interface from the Platform, without our prior written consent. You hereby represent and undertake that You will not make any copies of, decompile or disassemble, reverse engineer, distribute, modify, adapt, translate or otherwise transfer, rent, lease, resell, sublicense or otherwise commercially exploit the Platform or any part thereof, except as permitted hereunder.
6. WARRANTY DISCLAIMERS
6.1 You acknowledge and agree that your use of the Website, Application or Account is at your own discretion and sole risk, and that the entire risk as to the results and performance of the Account, including, among others, any damages to your mobile device, computer system, well-being or any other device used to access the Account, or data stored on such devices, is solely yours.
6.2 TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE LAW, THE WEBSITE, APPLICATION AND ACCOUNT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. USE OF THE WEBSITE, APPLICATION AND ACCOUNT IS AT YOUR OWN RISK. THE WEBSITE, APPLICATION OR ACCOUNT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CROSSPATH FINANCING AND ITS LICENSORS DO NOT WARRANT THAT THE ACCOUNT OR ANY CONTENT THEREIN IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE, APPLICATION OR ACCOUNT WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE, APPLICATION OR ACCOUNT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE, APPLICATION OR ACCOUNT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ACCOUNT ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
6.3 WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY, CONTENT MADE OR PUBLISHED USERS OR A THIRD PARTY THROUGH THE WEBSITE, APPLICATION OR ACCOUNT OR ANY HYPERLINKED WEBSITE OR SERVICES AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
6.4 You acknowledge and agree that we are not liable for any failure to perform our obligations hereunder in case such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, and we shall not be held responsible for any damages caused to You or any third party that may result from third party technical issues such as traffic congestion, slow connections, or overload of our or other servers or any issues of telecommunications or internet providers.
7. LIMITATION OF LIABILITY
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CROSSPATH FINANCING, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, APPLICATION OR ACCOUNT. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CROSSPATH FINANCING ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, APPLICATION OR ACCOUNT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, APPLICATION OR ACCOUNT; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR ACCOUNT BY ANY THIRD PARTY; (VI) ANY USER CONTENT, CONTENT UPLOADED BY USERS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY OR ANY INFRINGEMENT OF THIRD PARTY RIGHTS BY USER IN CONNECTION WITH SUCH CONTENT.
7.3 WITHOUT DEROGATING FROM THE FOREGOING, IN NO EVENT SHALL CROSSPATH FINANCING, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE LOWER OF: (A) THE TOTAL AMOUNT OF SERVICE FEES YOU PAID TO CROSSPATH FINANCING HEREUNDER IN THE 6 MONTHS PRECEDING SUCH LIABILITY OR (B) US$500. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CROSSPATH FINANCING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN THE APPLICABLE JURISDICTION.
7.4 Please note that certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, the foregoing exclusions and limitations will be enforced to the greatest extent permitted by applicable law.
8. RELEASE
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE CROSSPATH FINANCING AND ANY OF ITS RESPECTIVE REPRESENTATIVES OR AFFILIATES, INCLUDING BUT NOT LIMITED TO ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS, FROM ALL AND ANY RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN YOU AND ANY OTHER THIRD PARTY THAT ARISE AS A RESULT OF THE SERVICES AND/OR THE ACCOUNT AND THE ACTS OR OMISSIONS OF THIRD SUCH PARTIES. YOU EXPRESSLY WAIVE ANY RIGHTS PROTECTIONS (WHETHER STATUTORY OR OTHERWISE, FOR EXAMPLE, CALIFORNIA CIVIL CODE § 1542) YOU MAY HAVE UNDER ANY LAW THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
9. PRIVACY
9.1 We care about your privacy and wish to protect your privacy. In accordance, You may be asked to submit or enable the transmission of certain Personal Data, which may be required for the operability of our Website, Application or Account. To the extent You choose to use or access certain features of the Website, Application or Account please review the terms and condition of our Privacy Policy.
9.2 You authorize us to use the information in the Account for all purposes related to the Account and our Services, and to have continued access to your Account with the financial institutions You provided us, provided that such access shall be used solely for the purpose of providing the Account and any assumed or prospective Services to You. The Account shall remain available to You during the Term, but any information obtained during your engagement with us or the opening of the Account shall remain within the records of CrossPath Financing as required by law.
9.3 Please be aware that our Website, Application or Account are intended for general audiences, which are not directed to persons under 18 years old. If a parent or guardian becomes aware that his/her child has provided us with Personal Data without their consent, he/she should contact us immediately. We do not knowingly collect or solicit Personal Data from people under 18 years old. If we become aware that a person under 18 years old has provided us with Personal Data, we will delete such data from our databases.
10. SECURITY INTEREST
10.1 By entering into these Terms and using the Account your hereby confirm and acknowledge that You agree that as security for (i) your obligation to repay any Cash Advance and (ii) your obligation to pay all other obligations and liabilities owed to CrossPath Financing or the Bank by You from time to time under these Terms (collectively, the "Secured Obligations"), You grant, assign and pledge to CrossPath Financing , as collateral agent on behalf of the Bank a continuing and unconditional lien on, and security interest in, and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the "Account Collateral"): (a) your Account, the Future Receivables, all balances in any Accounts and Bank Accounts related to You; (b) all of your general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code), all payment intangibles, all rights to payment, and all other rights (whether arising under common law, statutes, regulations, or otherwise); (c) all of your money, cash equivalents, and other assets; and (d) all of the proceeds (as such term is defined in the Uniform Commercial Code) and products, whether tangible or intangible, of any of the foregoing. In furtherance of the intentions of both CrossPath Financing and You, this Section 11 and the rest of these terms will constitute written notice to all interested parties of CrossPath Financing 's (as collateral agent on behalf of Bank) security interest in the Account Collateral.
10.2 You acknowledge and agree that so long as any of the Secured Obligations remain outstanding, your Account will be under the sole dominion and control of CrossPath Financing . Neither You nor any other person or entity, acting by, through or under You, will have any control over the use of, or any right to withdraw any amount from such Accounts without the consent of CrossPath Financing , provided that CrossPath Financing will be deemed to have granted such consent until such time as the occurrence of a default under this Agreement. In addition, CrossPath Financing will have the exclusive rights (i) to require that any bank or securities intermediary at which any Account Collateral may be located acknowledge Bank's security interest in and control of the Account Collateral for purposes of perfecting CrossPath Financing 's security interest in the Account Collateral, and (ii) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Account Collateral to fulfill your Secured Obligations.
10.3 The security interest created by this Section 11 secures the payment and performance of all of your present and future Secured Obligations under these Terms (including, without limitation, reasonable attorney's fees and expenses and any interest, fees, or expenses that accrue after the filing of a bankruptcy or other insolvency proceeding, regardless of whether allowed or allowable in whole or in part as a claim in such bankruptcy or other insolvency proceeding) so long as any of the Secured Obligations remain outstanding.
10.4 In the event that You are entering into these terms on behalf of an Entity as set forth in Section 1.3 You hereby agree that this Section 10 shall apply to You personally and You agree that You hereby personally guarantee any and all Secured Obligations of such Entity and any and all of your personal Account Collateral shall also serve as Account Collateral for any and all Secured Obligations hereunder.
10.5 You hereby authorize CrossPath Financing to file one or more Financing Statements evidencing the Secured Obligations and grant of the security interest set forth herein in the Account Collateral, and any Continuation Statement or Amendments (as defined Uniform Commercial Code) thereof and ratifies and affirms the filing of any Financing Statement (UCC-1) (as defined Uniform Commercial Code) filed by CrossPath Financing prior to the effectiveness hereof. The Financing Statement shall include a statement that the sale of your Future Receivables is intended to be a sale and not an assignment for security. The Financing Statement shall further state that You are prohibited from incurring any debt, transferring Future Receivables to any other person or granting any security interest in its accounts receivable or other assets until CrossPath Financing has received all amounts due under these Terms. If You have fully performed all of your obligations under these Terms, CrossPath Financing shall cause the filing of a Termination Statement (UCC-3) within the time required by law following your first written demand. In addition, You agree that You shall, from time to time, promptly execute and deliver any and all instruments and documents, and take all future action, that may be deemed necessary or appropriate by CrossPath Financing , or that CrossPath Financing may request, in order to perfect against You and any and all third parties, grant of the security interest set forth herein in the Account Collateral and/or to enable CrossPath Financing to exercise and enforce its rights and remedies hereunder. CrossPath Financing reserves the right to obtain reimbursement from You for all costs associated with the filing of any UCC Financing Statements.
For the purpose of this Section 11 "Future Receivables" mean the proceeds of each future receivable of the user whether the proceeds are paid by cash, check, ACH and other electronic transfers, including, but not limited to: Zelle, Cash App, Plaid, Venmo, cryptocurrency or any other application or mobile wallet, credit card, debit card, bank card, charge card and/or other means for as long as any Cash Advance is due and until such Cash Advance or any of your obligation to pay all other obligations and liabilities owed to CrossPath Financing or the Bank by You from time to time under these Terms has been fully paid to CrossPath Financing or the Bank, as applicable.
11. REMITTANCES
11.1 By entering into these terms and using the Account You hereby authorize CrossPath Financing , to initiate electronic checks or ACH transfers from the Bank Account in any amount required to fulfill any and all of your obligations hereunder including but not limited to collecting any Service Fees owed to CrossPath Financing , as well as collecting, withdrawing or charging funds in consideration for any due Cash Advance, collecting or charging payments against any Secured Obligations or any other liability or obligation due to be paid CrossPath Financing (each such amount, a "Remittance Amount"). On days when banks are not open, the Remittance Amount will be debited on the next banking day. For example, the Remittance Amount for Friday, Saturday, and Sunday will be debited on the following Monday.
11.2 The Remittance Amount shall in each case be collected by CrossPath Financing from electronic check or ACH transfers initiated by CrossPath Financing or its agents from the Bank Account. In the event that You change or permit the change of the Bank Account or add an additional Bank Account, CrossPath Financing shall have the right, without waiving any of its other rights and remedies hereunder and without notice to You, to notify the new or additional bank in which such Bank Account is managed of your Secured Obligations and Account Collateral hereunder and to collect from such new or additional Bank Account all or any portion of the amounts received by such bank. You, by execution of this Agreement, hereby grant to CrossPath Financing an irrevocable power of attorney, which power of attorney shall be coupled with an interest, and hereby appoint CrossPath Financing or any of its representatives as your attorney-in-fact, to take any and all actions necessary to direct such new or additional bank to deliver any Remittance Amount to CrossPath Financing as contemplated by these terms.
11.3 Either CrossPath Financing or You may give written notice to the other party requesting a reconciliation to determine whether CrossPath Financing has received an amount greater or less than the then due Secured Obligations. Any written request made by You to CrossPath Financing under this section shall be sent to reconciliation@crosspathfinancing.com. The reconciliation period is limited to your due Secured Obligations for the month preceding the request. Your request for reconciliation must be given by the last calendar day of the month following the month for which the request is being made. You shall either provide CrossPath Financing with online access to your Bank Account or, at CrossPath Financing 's request, provide bank statements showing the activity related to the Bank Account within three (3) days of CrossPath Financing 's request. You also hereby authorize CrossPath Financing to obtain any and all bank statement directly from the bank in which the Bank Account is managed.
11.4 If CrossPath Financing determines that CrossPath Financing received an amount greater or less than the then due Secured Obligations during the reconciliation period, then CrossPath Financing may determine a remittance adjustment (the "Remittance Adjustment") by using reasonable business practices to determine the amount representing such Remittance Adjustment so that CrossPath Financing is receiving the approximate amount representing the Secured Obligations once due. Within a reasonable time after any reconciliation request, CrossPath Financing shall determine the amount of due Secured Obligations received during the reconciliation period and calculate the amount of any Remittance Adjustment; provided CrossPath Financing has timely received the relevant bank statement either from You or directly from your Bank. If CrossPath Financing received an amount greater than the due Secured Obligations during the reconciliation period, then CrossPath Financing shall remit the excess amount to You. If CrossPath Financing received an amount less than the due Secured Obligations during the remittance period, then You shall remit the amount of the deficit to CrossPath Financing . You or CrossPath Financing shall make any Remittance Adjustment within 30 days after the date on which CrossPath Financing notifies You of the adjusted Remittance Amount calculated for the most recently ended remittance period.
12. TERMINATION
12.1 We reserve the right to cancel your access to the Account or terminate your Account, at our sole discretion, at any time and for any reason, with or without notice to You. You may terminate these Terms and close the account at any time by ending your use of the Account and the Service and notifying CrossPath Financing at admin@crosspathfinancing.com. However, any amounts due to us as a result of your use of the Account or the assumption of any Service or the assumption of any Funding Product will be due and payable in accordance with the terms and conditions applicable to the respective Service or Funding Product and the Termination shall not affect any amount so due which will be due and payable in accordance with the terms and conditions applicable to the respective Service or Funding Product. It should be noted that following any termination, discontinuation or cancellation of your Account, all provisions of the Terms which by their nature are intended to survive shall so survive, including, among others warranty disclaimers, limitations of liability, indemnity, and dispute resolution provisions.
12.2 In certain cases, You may not close your Account, including: (i) to evade an investigation; (ii) if You have a pending transaction using your Account or the debit card associated with it as the payment method or an ongoing Dispute related to your Account; (iii) if your Account has a negative balance; or (iv) if your Account is subject to a hold or limitation by CrossPath Financing at its sole discretion.
13. INDEMNITY
You agree to defend, indemnify and hold harmless CrossPath Financing , its directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website, Application or Account; (ii) any breach of the term and conditions of the Terms by You; (iii) your infringement of any third party rights, including, among others, any copyright, intellectual property right or privacy right; or (iv) any claim that one of your acts or omissions caused damage to a third party; (v) your breach of any law, rule or regulation as applicable to You in connection with the Website, Application or Account; or (v) any other party's access and use of the Account with your unique username, password or other appropriate security code.
14. BACKGROUND CHECKS; FCRA NOTICE
14.1 By using any of our Services or opening an Account you hereby provide your explicit consent to credit and background checks by CrossPath Financing , the Bank and any of its Funding Partners, as applicable to the source of Funding which may be prospectively provided to you. You Further agree that any credit information agency we may choose shall be an intended third-party beneficiary of these Terms.
14.2 You have certain rights under the federal Fair Credit Reporting Act ("FCRA") with respect to You credit information and credit score. For example, You have the right to know what is in your file. You may request and obtain all the information about You in the files of a consumer reporting agency. In addition, all consumers are entitled to one free disclosure every 12 months upon request from each nationwide credit bureau and from nationwide specialty consumer reporting agencies. See www.consumerfinance.gov/learnmore for additional information. You have the right to dispute incomplete or inaccurate information and consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information.
14.3 Since under the FCRA, you have the right to be informed if anyone uses a credit report or another type of consumer report to deny your application for credit, insurance, or employment – or to take another adverse action against you. As such you may send us an email to admin@crosspathfinancing.com, titled "Credit Related Inquiry" and we will provide you with the name, address, and phone number of the agency that provided the information.
14.4 Since under the FCRA, a consumer reporting agency may provide information about You only to people with a valid need, you hereby agree and acknowledge the each of CrossPath Financing , the Bank or any of our Funding Partners, upon your entry into these Terms shall be deemed as having any valid need or otherwise required criteria for such disclosure.
15. DISPUTE RESOLUTION; ARBITRATION
15.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT THE YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE ALL DISPUTES AND CLAIMS WITH CROSSPATH FINANCING AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CROSSPATH FINANCING IF YOU DO NOT ACCEPT THESE TERMS OF DISPUTE RESOLUTION YOU ARE REQUIRED TO OPT OUT AND NOTIFY US IN ACCORDANCE WITH THIS SECTION 11.
15.2 Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either You or CrossPath Financing seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, both You and CrossPath Financing (i) except as expressly provided herein, waive your respective rights to have any and all Disputes arising from or related to these Terms resolved in any court, and (ii) waive your respective rights to a jury trial such that neither You nor CrossPath Financing will have the right to a jury trial or to engage in discovery, except as provided for in the AAA (as defined below) code of procedure. Instead, You and CrossPath Financing shall arbitrate Disputes through binding arbitration provided in these Terms.
15.3 Any Dispute arising out of or related to these Terms is personal to You and CrossPath Financing and shall be resolved solely through individual arbitration and shall not be brought as a class arbitration, class action or any other type of representative proceeding. No class arbitration or arbitration in which an individual may attempt to resolve a Dispute as a representative of another individual or group of individuals shall be possible. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
15.4 The enforceability of this Section 15 shall be both substantively and procedurally governed by and construed and enforced in accordance with the laws of the State of New York, to the maximum extent permitted by applicable law.
15.5 Each of You or CrossPath Financing shall notify the other in writing of any Dispute within thirty (30) days following the date such Dispute arises so that respective party can attempt in good faith to resolve the Dispute informally and internally.
15.6 Notice to CrossPath Financing shall be sent by e-mail to CrossPath Financing at admin@crosspathfinancing.com with a copy to Gil Solomon, Adv. at gil@gilsolomon.com (which such notice shall not be deemed as a service). Notice to You shall be sent by email to any email address You provided in connection with the registration of the Account or use of the Account. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that You are seeking.
15.7 In the event that You and CrossPath Financing cannot agree how to resolve the Dispute within thirty (30) days following the date the notice is received by the applicable party, then either You or CrossPath Financing may, as appropriate and in accordance with this Section 16, commence an arbitration proceeding or, to the extent specifically provided for in this Section 16, file a claim in accordance with this Section 16 and provide the other party an arbitration notice.
15.8 The arbitration will be made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act ("FAA") (9 U.S.C. 1-16). The arbitration of a Dispute will made by a single arbitrator and will be conducted by the American Arbitration Association ("AAA") under its rules; if the AAA cannot serve and You and CrossPath Financing do not agree on an alternative arbitrator, a court with competent jurisdiction will select the arbitrator. For a copy of AAA procedures, to file a Dispute, or for other information about this organization, contact AAA at 120 Broadway, Floor 21, New York, NY 10271, (1-800-778-7879), www.adr.org. We will pay the initial filing fee to commence arbitration and other fees we are required to pay by the AAA Rules, and any arbitration hearing that You attend shall take place in the federal judicial district of your residence. The arbitrator's award shall be binding and final, except for any appeal rights under the FAA. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
15.9 The arbitrator shall have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
15.10 By agreeing to be bound by these Terms, You either (i) acknowledge and agree that You have read and understood the FAA, the AAA and the terms of arbitration under this Section 15, or (ii) waive the opportunity to read the FAA, the AAA or the terms of arbitration under this Section 16 and any claim that the FAA, the AAA is unfair or should not apply for any reason.
15.11 If You do not wish to be bound by the arbitration procedure set forth in this Section 16, You must mail us a signed notice within 45 calendar days after You open the Account to 8201 Beverly Blvd, Los Angeles, CA 90048, United States. We will need your name, address, telephone number and email. State that You "opt out" of arbitration. Opting out will not affect the other provisions of this Agreement. Subject to Section 15.3, by opting out, You will have all options available under law to raise a Dispute of an individual nature.
16. ELECTRONIC SIGNATURES
16.1 These Terms and any subsequent agreement You may have with CrossPath Financing , including Funding Agreement (as defined below), and any consent or affirmation You provide CrossPath Financing may be executed as an Electronic Agreement. You agree to be bound by any Electronic Agreement delivered or executed by You (or any person acting on your behalf if You are a corporate entity, if applicable). You agree that when You (or any person acting on your behalf if You are a corporate entity, if applicable) executes an Electronic Agreement, your agreement or consent will be legally binding and enforceable against You and will be the legal equivalent of your handwritten signature on an agreement that is printed on paper. You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. If You have any questions regarding these Terms, You may contact us at: admin@crosspathfinancing.com.
For the purpose of these terms an "Electronic Agreement" means either: (i) an affirmation, assent or agreement that You transmit to CrossPath Financing it or its affiliates by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent You give to receive communications from CrossPath Financing through electronic transmission; (ii) an agreement or a document executed or delivered by electronic transmission (via email, in PDF format or the like, or signed with "DocuSign", "HelloSign", e-sign or any similar form of signature by electronic means); or (iii) whenever You click on an "I Agree," "I Consent," or other similarly worded button or entry field with a mouse, keystroke, touch enabled device or otherwise.
16.2 You further understand and acknowledge that the federal Electronic Signatures in Global and National Commerce Act defines an "electronic signature" as an electronic sound, symbol or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to be bound by such contract or record. Based on this definition, you further consent that your electronic actions or your participation in certain electronic processes that are logically associated with a contract or any fully disclosed terms and conditions shall also have the same legal effect as if you signed such contract or agreed to such terms and conditions by providing your written signature in ink and you agree that such actions/participation will be deemed a valid and binding contract to the extent such actions/participation indicates your intent to be legally bound.
17. DISCLOSURE AND CONSENT TO ELECTRONIC COMMUNICATIONS
17.1 When you visit the CrossPath Financing Platform, create an account or otherwise register for or make use of the Services, you understand and agree that certain categories of information ("Communications") may be provided by CrossPath Financing to you by electronic means (i.e., via email, through the Platform by displaying links to notices generally on the Platform unless and until you withdraw your consent as described below. You understand that the communications referenced in this Section 18.1 may include SMS text messages and you are not required to give us your consent to receive any SMS text messages as a condition of using this Platform or purchasing any of our Funding Products. You also expressly consent to receiving servicing, collection, marketing and other calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, referral partners, business partners, agents, and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider may charge you according to the type of plan you carry. Your consent will be effective even if the number you have provided is registered on any state or federal Do-Not-Call (DNC) list. This consent for auto-dialed and prerecorded calls shall remain in effect until you revoke it. Your consent to these calls may be revoked by informing the telemarketing representative, or by any other reasonable method that ensures we receive the revocation.
17.2 You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
17.3 The categories of Communications that may be provided by electronic means include: (a) these Terms and any amendments, modifications, or supplements. (b) disclosures or notices provided in connection with your use of the Platform and/or any of our Funding Products, including any Communications required by Applicable Law (including initial disclosures, initial and annual privacy notices, opt-out notices, and change-in-terms notices). (c) any customer service communications, including communications with respect to claims of error or unauthorized use of the Platform or Service; and (d) any other communication related to the Platform or Service. Although CrossPath Financing reserves the right to provide Communications in paper format at any time, you agree that CrossPath Financing is under no obligation to do so. All Communications we make with you in either electronic or paper format will be considered to be "in writing." You should print a paper copy of these Terms and any Communication that is important to you and retain the copy for your records. If you do not wish to receive these Terms or the Communications electronically, you may not use the Platform or Service.
17.4 Any and all Communications will be deemed to have been received by you no later than seven (7) calendar days after CrossPath Financing sends it to you by email or posts it on the CrossPath Financing Platform, whether or not you have received the email or retrieved the Communication from the CrossPath Financing Platform. An electronic communication by email is considered to be sent at the time that it is directed by CrossPath Financing 's email server to your email address. By using the Platform or any of our Funding Products you agree that these are reasonable procedures for sending and receiving electronic Communications.
17.5 You agree to promptly update the information in your Account if your email address, physical address or phone number changes so that CrossPath Financing may contact you electronically or physically, as applicable. You are required to update your Account information, such as your email address, as described in the Accuracy of and Changes to Your Information section of these Terms. You understand and agree that if CrossPath Financing sends you any Communication, and you do not receive it because the email address, physical address or phone number on file, as applicable, is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic or physical Communications, CrossPath Financing will be deemed to have provided the Communication to you.
18. GOVERNING LAW
These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New York. Any dispute, controversy or claim arising out of or in connection with these Terms or the breach, termination, existence, legal competence or invalidity thereof, that is not subject to arbitration in accordance with these Terms, shall be exclusively settled by the competent court in New York City, New York.
19. MISCELLANEOUS
19.1 Should any one or more of the provisions of the Terms be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of the Terms shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
19.2 A delay or omission by either party to exercise any right under the Terms shall not be construed to be a waiver of such right. A waiver by either party of any of the performance provisions of the Terms or any breach with respect to such performance shall not be construed to be a waiver of any succeeding performance or breach.
19.3 CrossPath Financing reserves the right to transfer, assign, sublicense or pledge the Terms, in whole or in part, in the event of a merger, sale of assets or other similar corporate transaction in which CrossPath Financing may be involved in. You may not transfer, assign, sublicense or pledge any of your or your rights or obligations under the Terms without CrossPath Financing 's prior written approval.
19.4 CrossPath Financing will not be liable for any delay or failure to perform the services within the Account if and to the extent that such delay or failure to perform is caused or otherwise brought about by circumstances beyond CrossPath Financing 's reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God, and/or inclement weather, which CrossPath Financing is unable to prevent by the exercise of reasonable due diligence.
19.5 The Terms, together with any other legal notices, exhibits, guidelines and agreements published by CrossPath Financing via the Account, shall constitute the entire agreement between You and CrossPath Financing concerning the Account.
19.6 In the event of any conflict between the provisions of Platform's Terms and the provisions under the Account's Terms of Use, as the case may be, the provisions under these Terms shall prevail.
19.7 You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
19.8 All deals funded based on the laws of heter iska.
20. CONTACT US
If You have any questions regarding the Terms, You may contact us at: admin@crosspathfinancing.com.