Terms of Use

Effective November 8 2019

Welcome to the Vertical Finance family of websites and services. Vertical Finance, Inc. ("Vertical Finance," "we" and other first person pronouns) offers this website and other Vertical Finance websites (collectively "Sites"). These Terms of Use ("Terms") cover the Sites. Other online and mobile products and services offered by Vertical Finance are covered by additional terms and rules, which will be presented in conjunction with such products and services.

To use our Sites, you must be at least 21 years old and reside within the United States.

These Terms constitute a legal agreement between you and Vertical Finance. By accessing, using or interacting with our Sites (we will refer to all of those activities simply as "using"), you agree to these Terms.

IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve disputes individually, through final and binding arbitration. That means that you waive any right to have a judge or jury decide your case and that you cannot bring claims in a class action lawsuit (or any similar proceeding). Please see "Disclaimers," "Limit of Liability" and "Dispute Resolution" below for more information.

IF YOU DISAGREE WITH ANY OF THESE TERMS, PLEASE DO NOT USE OUR SITES.

Changes and Additional Terms

We do not plan to change these Terms very often, but we reserve the right to do so. We will notify you of material changes by posting notice on this webpage. Your continued use of our Sites after the Effective Date constitutes your acceptance of the amended Terms. We encourage you to review these Terms on a regular basis.

Posts

We may give users the ability to comment, post information and submit content (all of the foregoing, "Posts") to our Sites. As between you and Vertical Finance, you own your Posts. When you submit a Post, you grant Vertical Finance a worldwide, perpetual, irrevocable, transferable and sublicensable right to use, copy, modify, distribute, publish, display and process your Posts without notice and/or compensation, in any medium and for any purpose, as long as it is in connection with our Sites. All Posts are deemed non-confidential.

We reserve the right to remove or refuse any Post, but we do not assume any responsibility for Posts, including any obligation to screen Posts.

Suggestions

We appreciate your input. If you provide us with suggestions (e.g., input, feedback, etc.) we can use all of those suggestions in perpetuity, for any purpose and without compensation, attribution or accounting to you or to anyone else.

Your Conduct

You agree that you will not:

Third Party Content and Sites

We may post or link to third party content, websites and apps. We do this because we think you will find them useful, but we are not endorsing those third parties, their content, or their products and services. Those third parties have not signed on to our Terms or our Privacy Policy and Vertical Finance is not responsible for them. If you want to know about their practices and requirements, you will need to read their separate terms and policies.

Site Content and Data

Vertical Finance reserves all rights in our Sites, including all content available on our Sites. Using our Sites or making suggestions does not give you ownership in our Sites or the right to use our brand or logos. We may use certain data relating to your use of the Sites in an aggregated and anonymous way, including to maintain and improve our Sites, and you agree that this data belongs to Vertical Finance.

Disclaimers

THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Vertical Finance specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Vertical Finance does not warrant that our Sites will meet your requirements, be uninterrupted or virus- or error-free. In addition, we cannot always anticipate technical or other difficulties relating to third parties that we work with, so we do not assume responsibility for the timeliness, accuracy, deletion, non-delivery or loss of any user data. Any oral or written advice provided by Vertical Finance or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You will defend, indemnify and hold harmless Vertical Finance, our directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys' fees arising from your use of the Sites and your Posts. We may elect to assume the defense and control of indemnified claims.

Limit of Liability

IN NO EVENT WILL VERTICAL FINANCE BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE (INCLUDING, BUT NOT LIMITED TO OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF YOUR USE OF THE SITES.

The foregoing limit of liability will not apply to the extent prohibited by applicable law.

Dispute Resolution

The laws of the State of California, excluding conflict of laws rules, will exclusively govern any dispute relating to these Terms, our Privacy Policy and/or our Sites.

Except for the arbitration provisions below, all claims and disputes can be litigated only in the federal or state courts in Los Angeles County, California, and you and Vertical Finance each agree to personal jurisdiction in those courts.

Unless you opt out, you and Vertical Finance will resolve all claims relating to these Terms or our Sites through final and binding arbitration with the American Arbitration Association (including disputes about these arbitration provisions). The arbitration will be conducted by a single arbitrator under the AAA's Commercial Arbitration Rules, in the United States county where you live or work, Los Angeles, CA, or any other location we agree to.

You can opt out of arbitration by sending a request to our email below. The email must be marked "LEGAL NOTICE: ARBITRATION OPT OUT" in the subject line and received within 30 days of the date that you first access our Sites. You must include all information necessary for us to identify you. Once you opt out, your opt out will remain binding even if we update these Terms.

Some claims do not have to go to arbitration: claims that qualify for small claims court, lawsuits for injunctive relief and claims of intellectual property infringement.

General Terms

If any part of these Terms can't be enforced, you and Vertical Finance agree that the court or arbitrator should modify the Terms to make that part enforceable while still achieving its intent. If that is not possible, then the unenforceable part should be removed without affecting the rest of these Terms.

These Terms are the only agreement between you and Vertical Finance regarding our Sites, and they supersede all other agreements for our Sites. If we don't act to enforce a breach of these Terms, that does not mean that we have waived our rights. Vertical Finance may assign its rights and obligations under these Terms without your consent.

Privacy

When you use our Sites, you agree that we can use your personal information in accord with our Privacy Policy.

Where to Reach Us

Vertical Finance, Inc. 556 S. Fair Oaks Ave., Suite 508 Pasadena, CA 91105 [email protected]