Last Date Modified: December 31, 2022
If you are using the Services on behalf of an organization, you are agreeing to these terms on behalf of that organization and promising Stoa that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.
In order to use the Service, you must be legally permitted to accept these Terms.
We reserve the right to modify these Terms. We will post the most current version of these Terms on the Website. We may also alter the Services we offer you and may choose to modify, suspend or discontinue this Website at any time without notifying you. If you object to any such modifications, your sole recourse shall be to cease using the Services. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms. In addition, please know that these Terms may be superseded by expressly designated legal notices or terms located on particular pages of this Website. These designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
By using the Services, you promise that you are at least 18 years of age. In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use the Services. Your right to use the Services is conditioned on your compliance with these Terms. You have no other rights in the Services.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Services (and any copies thereof).
PASSWORD RESTRICTED AREAS OF THIS WEBSITE
Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with Stoa, you must provide:
- A working email address;
- First and last name; and
- Preferred username and password.
You may also provide additional, optional information so that we can provide you a more customized experience when using our Services. Once you submit the required registration information, we alone will determine whether or not to approve your proposed account. If approved, you will be sent an e-mail detailing how to complete your registration. For so long as you use the account, you agree to provide true, accurate, current, and complete information, which can be submitted by logging into your account and making relevant changes directly or by contacting us using the below contact information and we can make the changes for you. If you ever forget your password, we will send a password update to your provided email address upon request.
You are entirely responsible for all the information and materials that you upload, post or otherwise transmit via the Services. Only you may use your Stoa account and you are responsible for all aspects of your account. Each user must have a separate account. You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact Stoa Support via [email protected].
By registering for an account with us, you become a “Subscriber” with access to certain password-restricted areas of the Website and are authorized to use certain Services offered on and through the Website (a “Subscription”). Each Subscription and the rights and privileges provided to a Subscriber is personal and non-transferable.
There are no charges for using the Services; however, from time to time, we may offer you supplemental services subject to a separate written agreement, which may be subject to charges. Any such charges will be set forth in that separate agreement.
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
Because we operate only on the internet, you must consent to conduct business with us and receive disclosures electronically. You agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099, related to (i) any loans you may request or receive, (ii) your registration as a borrower or investor on our Website, (iii) any loans you may receive from or through us, (iv) notices about your use of the Services, including notices of violations of use, (v) updates to the Services and new features or products, (vi) administrative messages and other information, or (vii) the servicing of Your loan, (each, a “Disclosure”). The term “IRS Form 1099” refers to any Form 1099 or other form, schedule or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically. The decision to do business with us electronically is yours. These Terms inform you of your rights concerning any Disclosures. Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.
Notices emailed to you will be considered given and received when the email is sent.
Any Disclosures will be provided to you electronically either through the Service or via electronic mail to the email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you. If you do not consent to receive an IRS Form 1099 electronically, a paper copy of any IRS Form 1099 required to be delivered to you at no cost after the effective time of your failure to consent or revocation of consent will be sent to you. However, a fee may be charged for any additional or replacement copies of such IRS Form 1099. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time, the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you (or your agents) and us. Your consent will remain in effect for so long as you have an account. If you are no longer have an account, Disclosures will continue until such a time as all Disclosures relevant to transactions have been made.
You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. However, once you have withdrawn your consent you will not be able to submit loan requests on our Service. If you have a pending loan request on our Service when you withdraw your consent to receive Disclosures electronically, we will terminate your request and remove it from our system. If you have already received a loan, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration. If you are an investor member on the Service and you withdraw your consent to receive Disclosures electronically, you may continue to submit funding requests on the Service. If you have already purchased one or more loans, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration. If you withdraw your consent to receive IRS Forms 1099 electronically, we will confirm your withdrawal and its effective date in writing by email. Such withdrawal will take effect for the calendar year in which it is made so long as such withdrawal is made before November 1 of such calendar year.
THIRD PARTY PRODUCTS
Stoa may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use of the Third-Party Products (and any exchange of any information, license, payments etc.) is solely between you and the applicable third-party provider. Stoa makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.
If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider.
Any reference on the Services to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply our endorsement or recommendation.
Any use of the Services beyond the general use is prohibited and, therefore, constitutes an unauthorized use. Unless you have written permission from us stating otherwise, you are not authorized to use the Services in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
- To encourage others or assist others to harm the Services or use the Services to harm others;
- To damage, disable, overburden, or impair the Service (or any network connected to the Services);
- To modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Services;
- To modify, reroute, or gain access to the Services or attempt to carry out these activities;
- To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- To modify, publicly display, publicly perform, reproduce or distribute any of this Website;
- To violate any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- In any automated process or service (such as a bot, a spider, or periodic caching of information stored by Stoa) to access or use the Services;
- To cause Stoa to violate any law or distribute any malware or malicious content;
- To violate or infringe upon the intellectual property rights or the privacy or publicity rights of any person or entity; or
- Otherwise attempt to interfere with the proper working of the Website and the Services.
You agree to hire attorneys to defend us if you violate these Terms and that violation results in a problem for us. You also agree to pay any damages that we may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.
“Stoa” is a trademark that belongs to us. All contents of the Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement belong to Stoa, and/or its suppliers, affiliates, or licensors.
Stoa or its licensors own and reserve all rights, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms.
All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
INTELLECTUAL PROPERTY INFRINGEMENT
Stoa respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe there has been a violation of your intellectual property rights, please provide written notice to our DMCA Agent (“Agent”) for notice of claims of infringement:
Attn: Or Agassi, CEO, Stoa USA, Inc. 2394 E Camelback Rd. STE 200, Phoenix, AZ 85016, [email protected]
To be sure the matter is handled immediately, your written notice must:
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
- Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
- Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Termination of Repeat Infringers: We reserve the right, in our sole discretion, to terminate the account or access of any user of this Website or Service who is the subject of repeated DMCA or other infringement notifications.
DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES ARE WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT THE SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, COMPLIANCE WITH UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR REGULATIONS, SECURITIES EXCHANGE OR SELF-REGULATORY ORGANIZATION’S RULES OR REGULATIONS AS WELL AS EQUIVALENT LAWS OR REGULATIONS IN FOREIGN JURISDICTIONS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. Without limiting the generality of the foregoing, we make no warranty that the Services will meet your requirements or will be uninterrupted, timely, secure, or error free or that defects in the Services will be corrected. We make no warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services. No advice or information, whether oral or written, obtained by you through the Services or from us or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
The Services are available only to professionals that understand economic, financial, and investment risk, and are ultimately willing to bear the consequences of that risk. The value of investments and the income from them can both rise and fall. Past performance is not a guarantee of future performance. Investment offerings on the Services will target real estate investments that vary in size, scope, term, and return profiles, and therefore each individual potential investment may contain different degrees of risk. By using our Services, you understand and acknowledge that all of the investments offered are inherently risky, and that you are comfortable with the possibility of losing your entire investment. WE CANNOT GUARANTEE THE ACCURACY OF THE SERVICES OR THE EVALUATION WE PROVIDE OF EACH PROPERTY.
None of the information contained in the publicly available portions of the Services constitutes a recommendation, investment advice, or a solicitation to buy or sell securities. Stoa is not a registered broker-dealer, funding Website, or investment advisor under U.S. securities laws and does not conduct any activity that would require registration as such.
The information contained on the Services has been prepared by us without reference to any particular user’s investment requirements or financial situation, and does not constitute financial, legal, or tax advice. We do not guarantee the performance of any offerings made through the Services. Any and all projections, estimates, and expectations for investments offered through the Services are merely opinions, which should not be relied upon for any purpose whatsoever. You are solely responsible for conducting your own legal, accounting or due diligence review of the offerings, and we strongly encourage you to consult with professional tax, legal and financial advisors before making any investment. Investment products are not FDIC-insured. They may lose value, and there is no bank guarantee.
You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Services. We are not responsible in any way for any transactions you enter into with other users. As such, you understand and agree that Stoa and its affiliates, officers, directors, partners, stockholders agents or employees will not be liable for any loss or damages incurred as a result of any interactions between you and other users, including but not limited to, investment loss.
To the extent not prohibited by law, you will defend Stoa against any cost, loss, damage, or other liability arising from any third party demand or claim that any content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, copyright, or other intellectual property right of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Stoa’s actions); or (b) violates applicable law or these Terms. Stoa will reasonably notify you of any such claim or demand that is subject to your indemnification obligation of which it becomes aware.
LIMITATION OF LIABILITY
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM ANY SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.
NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
Nothing in these Terms shall exclude or limit the liability of you or Stoa and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law.
The provisions of this “Limitation of Liability” section allocate the risks under these Terms between you and Stoa, and you and Stoa have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services
LOCAL LAWS; EXPORT CONTROL
We control and operate this Website from our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If you use the Services outside the United States of America, you are solely responsible for following applicable local laws.
Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Notwithstanding the foregoing, you understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Governing Law; Jurisdiction
Arizona state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputes relating to these Terms, this Website or the Services will be heard in the state or federal courts located in Maricopa County, Arizona.
Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.
Assignment and Transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service unless we provide written consent for you to do so.
Independent Contractors; No Third-Party Beneficiaries
Stoa and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect, unless expressly waived in writing.
The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these terms or otherwise need to contact us for any reason, you can reach us at [email protected].