Effective Jan 1, 2020
Last updated on Jan 9, 2020
This Agreement supersedes any previous agreement to which you and MEnvesti may have been bound (provided that if you are a Borrower, Partner, Analyst or Lender who has a separate written agreement with MEnvesti, the terms of that separate agreement will control with respect to any provision that conflicts with this Agreement). This Agreement may be modified by MEnvesti in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by MEnvesti on the Website (as indicated by the posted update date). Your participation in the Program and use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications. If you do not agree with any such modifications, please immediately terminate your registered MEnvesti account, if any, as outlined in Section 6 below, and please immediately stop participating in the Program and accessing and using the Website.
1. Participation in the Program
MEnvesti manages the Website, which matches you and other persons (each, a "Lender" and, collectively, "Lenders") with entrepreneurs with development projects in Haiti in need of affordable capital (each, a "Borrower" and, collectively, "Borrowers"). In most instances, these Borrowers are considered "high risk" by traditional lenders for a variety of factors, including, but not limited to, the Borrowers' lack of credit history, the use of the loan proceeds for entrepreneurial endeavors including investment in a "startup" business, and the geographic location including the risk of financial instability and foreign exchange rate fluctuations. Please carefully review the Website sections entitled "Project Evaluation" and "Project Supervision" which highlight the various ways MEnvesti mitigate risks associated with lending online through MEnvesti and explains in greater detail the role played by MEnvesti and its Partners and Analysts (each defined below in this How MEnvesti Works website Section).
You may participate in the Program as a Lender by buying our MEnvestor Plan on the Website. All transactions between Lenders and Borrowers must be conducted through the Website - technically speaking, MEnvesti may, in most circumstances, be considered the "lender" on your behalf when you buy the MEnvestor Plan. The funds with which you pay for the MEnvestor Plan – deposited from your personal funds, are referred to as your "MEnvesti Credit." If you pay for a MEnvestor Plan through the Website, you are instructing MEnvesti to apply your MEnvesti Credit to fund a Borrower through the Website. All MEnvesti Credit in your MEnvesti account must be lent and may only be repaid to your beneficiary as designated by you at the time of your payment or as listed in your My Beneficiaries website section.
By participating in the Program or otherwise accessing or using the Website, you hereby acknowledge and agree that (a) MEnvesti makes no representation, warranty, covenant or guarantee that any funds you lend to a Borrower via the Website will be repaid in whole or in part, (b) loans and other similar transactions made via the Website (each, a "Loan") are unsecured and bear a high risk of non-repayment and (c) given your financial situation and objectives, you will lend only those amounts on the Website that you can afford to lose. Loans made via the Website are philanthropic in nature with no offered rate of return and, as such, are not intended as, and cannot be considered as, an investment in a financial instrument or security. Loans made via the Website are not cancellable or refundable by the User.
MEnvesti will hold amounts due and payable to Lenders, Analysts, and Borrowers (including MEnvesti Credit) separate from MEnvesti general funds, in a deposit account established to hold funds for the benefit of Users with funds in the MEnvesti system (“User Funds Account”). MEnvesti will not use such amounts for MEnvesti's general operating expenses; however, MEnvesti reserves the right to retain (a) interest on funds while such funds are held in a User Funds Account and (b) any foreign exchange gains collected in connection with Loan repayments, and to use such interest and gains in support of MEnvesti's general operating expenses.
1.1 Lending Through MEnvesti's Website.
The Website displays Loan requests from Borrowers seeking funding from MEnvesti Lenders. You can access the Website and manually fund specific Loan requests on the Website. MEnvesti does not have a feature to automatically apply your MEnvesti Credit toward Loans based on preferences in your account settings. You are recommended to subscribe to the Website and log into your MEnvesti account to track your loans, add or modify Beneficiaries and access upcoming exclusive features.
1.2 Types of Loans on the Website.
a. MEnvesti Loans.
All Loans on the Website are administered by MEnvesti Selection Committee and MEnvesti Analysts (collectively, "MEnvesti Analysts") who are individuals who work in communities in Haiti and generally are committed to reducing poverty by helping MEnvesti provide affordable working capital, services or supplies to underbanked or low-income borrowers ("MEnvesti Loans”). When a MEnvesti Loan is funded, MEnvesti sends Lender funds to the Borrower in 4 installments, and each upon receipt of Supervision reports from the Borrower, while the lender's designated Beneficiary receives Borrower repayments directly from the Borrower.
1.3 Loan Disbursement.
a.MEnvesti Loan Disbursement.
MEnvesti Loans are not made directly to Borrowers, but are instead administered by MEnvesti Analysts. Borrower loan requests are either of $1,000, 5,000 or $10,000 only, depending on the Borrower's profile, to help streamline the Loan transaction process. Funds loaned by you, the Lender, will be delivered to MEnvesti Analysts for ultimate disbursement to, or backfilling of Loans to, the Borrower(s) you have selected. MEnvesti serves as a middle-man in the process and aggregates funds from multiple Lenders via the Website and delivers 100% of these funds on a net billing basis (excluding the interest earned, if any, on such funds while they are held in a User Funds Account, which interest is contributed toward funding MEnvesti's operations) to MEnvesti Analysts for disbursement to the Borrowers selected by Lenders for funding on the Website.
1.4 Loan Collection and Repayment.
MEnvesti Loans are repaid directly by Borrowers to Lenders’ designated Beneficiaries in Haiti, with facilitation by MEnvesti. Repayments may be made in irregular periodic installments, depending on the terms of the applicable Loan. Repayments are due at the end of a fixed term of 300 days for loan amounts of $1,000 and $5,000 and of 500 days for loan amounts of $10,000. Except as may be provided in Section 1.5 ("Principal Loss Scenarios"), any amounts as repayment by an applicable Borrower will be distributed among the Lenders' respective Beneficiaries on a pro rata basis in accordance with the amounts loaned by such Lenders to such Borrower(s). These distributions may, in the borrower's sole discretion, be made periodically or in one lump sum once 100% of all Loan proceeds for a particular Loan have been received by the Borrower.
Furthermore, please note that timing of distributions to Lenders of any collected repayment may vary and may be materially impacted because of circumstances that, in MEnvesti's judgment, require MEnvesti to conduct further reviews with respect to the collected repayments (for example, to resolve issues regarding accuracy of repayment amounts and corresponding data, or for other issues). If, for any reason, MEnvesti is unable to facilitate Loan repayments directly from the Borrower(s), repayment of your Loan amounts could be at risk of partial or total delay or non-repayment and a loss of some or all of your principal could occur. You hereby acknowledge and agree that neither MEnvesti nor Borrowers will have direct contractual obligation or liability to pay you any principal and that MEnvesti is obligated to repay only such Loan principal to the extent actually received by MEnvesti from a Borrower (subject to the conditions noted above). None of MEnvesti's Analysts, its Partners or any Borrower will have any obligation to pay interest on the Loan or other fees or amounts (other than as expressly set forth above) to you or any other Lender in connection with any Loan you make. However, you should note that in some cases MEnvesti charges a participation fee of 5% to Borrowers who join the Program.
1.5 Principal Loss Scenarios.
MEnvesti will generally deem a Loan to be in default if MEnvesti determines that collection of funds for such Loan is doubtful or the cumulative amount repaid as of a quarterly reconciliation is less than the amount expected as of six (1) month prior, although case by case differences may exist based on pending prospects for repayment of the Loan and depending on political context and related systems and regulatory constraints. You understand and hereby consent (without any prior notice thereof) to any restructuring of the repayment plan for your Loan(s) and/or, in MEnvesti's sole discretion, any extension of the length of the term of your Loan(s) in order to increase the chances that your Loan(s) will be repaid in whole or in part. In cases where a Loan is in default, and subject to the distribution timing provisions noted in Section 1.4 (Loan Collection and Repayment) above, each applicable Lender's Beneficiary will have the option to recover a portion of whatever principal has been repaid up to that point.
For MEnvesti Loans made in Gourdes, the local currency, other than the U.S. dollar, MEnvesti may require Lenders to bear any losses due to the appreciation of the U.S. dollar relative to the local currency in which the Loan was made. By default, the Lenders, and by extension Lenders' beneficiaries, will be required to bear the risk of currency exchange rate losses. If there are currency exchange rate gains during the course of a Loan, such gains will first be used to offset any exchange rate losses on that same Loan, and any gains above the original Loan amount will be re-distributed to the lenders' respective Beneficiaries.
1.6 Insufficient Lender Funds.
In the event that you make a Loan and your payment does not clear (e.g., an eCheck does not validly deliver to MEnvesti the full amount of the intended Loan, or your payment provider reverses a payment originally intended for MEnvesti), you agree that MEnvesti may, in its sole discretion close your account.
1.7 Tax Deductibility & Sales Tax.
You understand that MEnvesti is a for-profit social enterprise. MEnvesti does not have exemption with the Internal Revenue Service as a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. Funds you lend via MEnvesti are not eligible for tax deductibility in the United States but may be subject to sales tax because you are technically buying a digital product each time you lend $10. You acknowledge, therefore, that making a Loan on the Website does not constitute a charitable donation, and you are not eligible to receive a tax deduction for any funds lent to a Borrower through the Website. You also understand that you are solely responsible for determining the proper tax treatment for any Loan you make through the Website and the Program. MEnvesti has not and will not provide any tax or legal advice to you in connection with any Loan you might make. This Agreement does not attempt to define the tax implications of participating in the Program. If you participate in the Program, you should consult with your own accountants, tax advisors and legal advisors.
1.8 Loan Records.
Records of each Loan you fund (including this Agreement and any repayment history) are kept by MEnvesti and, if you have a registered account with MEnvesti or upon your written request, will be made available to you at any time throughout the term of the Loan.
1.9 User Account Inactivity.
MEnvesti welcomes its Users' active participation in the MEnvesti Program. However, there may be occasions when a User becomes "inactive" for an extended period of time – i.e., a User does not log in to his or her MEnvesti account (or otherwise indicate to MEnvesti a desire to keep the account active – for example, through a phone or email communication with MEnvesti or by taking advantage of embedded response features, such as a click-response button in an email or other electronic communication from MEnvesti). Therefore, in such cases of User inactivity, MEnvesti may elect to automatically terminate the inactive User account. In the event that your account shows no activity for an extended period of time and (i) you have not indicated an instruction to MEnvesti, through your MEnvesti account as described above or (ii) your instructions to have loan repayments returned to your Beneficiary cannot be successfully completed, whether due to invalid/incomplete information, your failure to nominate a Beneficiary for the funds after thirty (30) calendar days have passed from the day MEnvesti has announced loan repayments are available to you, a return of funds back to MEnvesti as unclaimed after MEnvesti has attempted to forward your repayments to your Beneficiary, or for any other reason internal or external to MEnvesti, then MEnvesti may determine it is appropriate to forward the loan repayments to an eligible non-profit association in Haiti. In such a case, MEnvesti will determine the recipient based on the residency of the original borrower of your loan and other criteria.
1.10 Promotional Products.
MEnvesti may offer certain promotions and promotional products to Users, including but not limited to features that allow a User to make a Loan on the Website without spending his or her own personal funds or MEnvesti Credit. This Agreement and any other specific terms posted by MEnvesti with respect to such promotions and promotional products, shall apply to all Users’ participation in the promotions and use of promotional products.
2. Acceptable Use
2.1 Appropriate Conduct.
2.2 Safety and Security.
To protect your own safety and well-being, you agree to take prudent safeguards and precautions in your participation in the Program, including without limitation in your interaction with other Users, whether offline or online. MEnvesti strongly recommends that you do not post any personal contact information (for example, personal email addresses, personal phone numbers or home addresses) and use your discretion if any person (a) requests to communicate outside of the Website (for example, by email, phone or in-person), (b) requests money, goods or any similar type of assistance other than through an official Loan request on the Website, (c) asks for assistance with personal transactions (for example, depositing funds and shipping merchandise), or (d) requests your personal contact information or financial information. You agree never to share (i) your credit card number or bank information, (ii) Social Security Number or government-issued identification numbers (for example, driver's license number) or (iii) mother's maiden name or other private information that can be used to access your financial information. As with any interaction, keep in mind that it is always possible for people to misrepresent themselves. In consideration of your use of the Website or participation in the Program, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to MEnvesti, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree not to impersonate any person or entity. You will promptly report to MEnvesti any violation of this Agreement by others of which you become aware.
2.3 MEnvesti API.
The MEnvesti API is a service that MEnvesti provides to allow third parties to develop and offer applications, services and features using information from the Website and Program (“Third Party Applications”). Third Party Applications are not created or maintained by MEnvesti but by third parties. These third parties’ terms of service and privacy policies govern your use of Third Party Applications. Any authorization you give to any third party or Third Party Application to access your account information and/or take actions on your behalf does not relieve you of any of your responsibilities under this Agreement. MEnvesti gives no guarantees or warranties with respect to any Third Party Application and is not responsible for your use of or inability to use any Third Party Application, including without limitation the content, accuracy, reliability or security of Third Party Applications or the privacy practices or other policies of third parties. You may revoke permissions that you have granted to a Third Party Application by logging into your account on the Website or by contacting MEnvesti.
2.4 MEnvesti Resources; Independent MEnvesti Events.
MEnvesti does not review, approve, endorse, advise, or provide organizational oversight of MEnvesti-themed clubs and/or events established or held by persons who are not MEnvesti employees or formal volunteers. For example, educators and students might form independent school MEnvesti clubs or hold MEnvesti-themed lessons, and Users might host MEnvesti-themed events in their communities. While MEnvesti makes resources available, such as event ideas, marketing materials (collectively, the “Resources”), individuals and groups that use the Resources do not have any official affiliation with MEnvesti. Although MEnvesti does not provide direct oversight or guidance to MEnvesti-themed clubs, groups, and/or events, you agree to uphold MEnvesti’s values at all meetings and events, and in any promotion of your club, group or event. This means that you will promote an environment where all group members and/or event attendees are treated with respect, and are not discriminated against based on factors such as race, ethnicity, religion, gender or gender identity, sexual orientation, age, national origin, disability, or socioeconomic status. You agree and understand that all Resources are provided on an “AS IS” and “WITH ALL FAULTS” basis, without warranties or representations of any kind, either express or implied. Your use of the Resources is at your sole risk, and MEnvesti expressly disclaims all liability arising from or relating to the Resources. While MEnvesti strives to provide useful and accurate information, MEnvesti does not warrant that the information offered in the Resources is free of errors or opinion biases. You further understand and acknowledge that you may be exposed to content that may be deemed offensive or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against MEnvesti with respect to the Resources. YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ANY AND ALL INJURIES OR DAMAGES YOU MAY SUSTAIN OR THAT MAY BE SUSTAINED BY OTHERS IN CONNECTION WITH YOUR USE OF THE RESOURCES AND/OR YOUR MENVESTI-THEMED MEETINGS OR EVENTS. YOU HEREBY RELEASE AND FOREVER HOLD HARMLESS MENVESTI FROM AND AGAINST ANY LIABILITY ARISING FROM SUCH INJURIES AND/OR DAMAGES.
3. Proprietary Rights
3.1 Rights in Content on the Website.
"MEnvesti.com," "MEnvesti," the "MEnvesti" logo and other MEnvesti graphics, logos, designs, page headers, button icons, scripts, names and branding are trademarks, service marks or trade dress of MEnvesti (collectively, "MEnvesti Marks"). MEnvesti Marks may not be used, including, without limitation, as part of trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of MEnvesti. MEnvesti or its licensors own and retain all proprietary rights in the Program, the Website and all content, material and information posted, uploaded, transmitted or otherwise shared by MEnvesti thereon (collectively, "Content"). The Website and Program contain the copyrighted material, trademarks and other proprietary information of MEnvesti and its licensors. You may display and make limited copies of the Content (other than the MEnvesti Marks) for your personal, non-commercial use in connection with your participation in the Program (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy, transmit or use any Content or other such proprietary information without the express, prior written permission of MEnvesti. In addition, to the extent you receive information from MEnvesti, its Partners, or Analysts with respect to any Borrower, and that information is later removed from the Website (including, without limitation, due to the Loan delinquency or default of a particular Borrower or the sensitive nature of particular Borrower profiles), you may not further disclose or otherwise provide such information to another party in a way that allows a personal identification of such Borrower, if such Borrower (either directly or through MEnvesti) has opted to have his or her identity withheld on the Website.
3.2 Notices of Infringement.
To file a notice of infringing material on the Website, please provide a notification containing the following details:
Reasonably sufficient details to enable MEnvesti to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
Reasonably sufficient details to enable MEnvesti to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
Your contact information so that MEnvesti can contact you (for example, your address, telephone number, email address);
A statement that you have a good faith belief that the use of the material identified by you is not authorized by the copyright owner, its agent, or the law;
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
Your physical or electronic signature.
Then send this notice to:
Subject: Notices of Infringement
If material that you have posted to the Website has been taken down, you may file a counter-notification that contains the following details:
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
Your name, address and telephone number;
A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the USA, for the judicial district in which MEnvesti is located and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as generally described above; and
Your physical or electronic signature.
Then send this notice to MEnvesti based on the contact information provided above in this Section.
3.3 Third Party Content and Sites.
The Website contains (or you may be sent through the Website) links to other web sites ("Third Party Sites"), as well as content, information, images, photographs, pictures and materials (including, without limitation, text, graphics, designs, music, sound, video, information and software) belonging to or originating from third parties ("Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by MEnvesti, and MEnvesti is not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted, uploaded, transmitted or otherwise shared on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by MEnvesti. If you decide to leave the Website and access a Third Party Site, you do so at your own risk and you should be aware that MEnvesti's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.
4. Governing Law; Resolution of Disputes; Arbitration and Waivers
This Agreement is governed by the laws of the State of Connecticut, USA, without regard to its choice of law or conflict of law provisions. If any dispute arises between you and MEnvesti, including, without limitation, any dispute arising from or relating to the Website or the Program, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the American Arbitration Association in or near Connecticut if the amount claimed is greater than $100 and otherwise over the telephone or in another city in which MEnvesti is located. The arbitration shall be heard and adjudicated by one arbitrator to be selected by you and MEnvesti. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Connecticut statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or MEnvesti may seek any injunctive relief in a state or federal court in Connecticut, as may be necessary to preserve rights pending the completion of arbitration and MEnvesti may seek any injunctive relief in a state or federal court in Stamford, Connecticut, or another court of competent jurisdiction, at any time against any violations of Section 2 (Acceptable Use) or Section 3 (Proprietary Rights) of this Agreement. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND MENVESTI HEREBY WAIVE YOUR RIGHT TO A JURY OR COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE. You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.
You agree to indemnify and hold MEnvesti harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or participation in the Program or arising from your breach of this Agreement.
6. Term; Termination
This Agreement will remain in full force and effect while you access or use the Website or participate in the Program as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Program and registered account is terminated. From time to time, MEnvesti may make features available to Users as part of the Program. MEnvesti reserves the right, in its sole discretion, to include or cease providing these features at any time. Whether or not you are and remain eligible to participate in the Program, use the Website, or take advantage of any MEnvesti services, may be determined by MEnvesti in its sole and absolute discretion. You may terminate your participation in the Program and registered account at any time and for any reason by sending a written notice of termination to MEnvesti along with instructions for the disposition of your then-available MEnvesti Credit and any additional credits that you may receive in the future (e.g., based on repayments of then-outstanding and active Loans), such notice to be effective within three (3) days of receipt by MEnvesti. MEnvesti may also terminate your participation in the Program and registered account at any time and for any reason, effective upon transmission of notice to you at the email address you provide to MEnvesti. Upon such a MEnvesti-initiated termination, your available MEnvesti Credit shall be returned to your designated Beneficiary within thirty (30) days of account termination and any MEnvesti Credit you may receive in the future shall also be returned to your designated Beneficiary in due course. If your participation in the Program and registered account is terminated by MEnvesti, you agree not to access or use the Website or participate in the Program. If you violate this Agreement or if your participation in the Program or registered account is terminated, MEnvesti has the right to delete your profile and remove your User Generated Content.
7. Entire Agreement; Severability; Assignment
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement, or to request a written copy of this Agreement.