Terms & Conditions
Please read the following terms and conditions (“Terms”) carefully. By using this website (“Website”), you acknowledge that you have read the Terms and that you accept and will be bound by the Terms, which may be modified by Chelsea Capital, Chelsea Capital LLC or any of their subsidiaries or affiliates (“Chelsea Capital”) from time to time and re-posted on this Website. If you do not agree to the Terms, you shall immediately cease using the Website.
License
The contents of our Website, including its “look and feel” (e.g., text, graphics, images, logos, and button icons), editorial content, notices, software (including HTML or XML-based computer programs) and other material, are protected under United States and other countries’ copyright, trademark and other laws.
These contents belong or are licensed to Chelsea Capital. We hereby grant you the right to view and use our Website subject to these Terms. You may download or print a copy of information provided in the Website for internal use or distribution only.
Permission to reprint or electronically reproduce any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from us.
Disclaimer of Warranties
You expressly agree that use of the Website is at your sole risk. Neither Chelsea Capital, its subsidiaries, affiliates, or any of their respective directors, employees, agents, third-party content providers, or licensors warrant that the Website will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from use of the Website or as to the accuracy, reliability, or content of any information, service, or merchandise provided through the Website.
This Website is provided “as is” without warranty or condition of any kind, either expressed or implied, including, but not limited to, warranties or conditions of title or implied warranties of merchantability or fitness for a particular purpose or non-infringement, other than those warranties that are implied by and incapable of exclusion, restriction, or modification under the laws applicable to this agreement.
In no event will Chelsea Capital or any person or entity involved in creating or producing the Website be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential, or punitive damages arising out of the use of or inability to use the Website, even if Chelsea Capital is advised or made aware of the possibility of such damages. By using the Website, you hereby acknowledge that the provisions of this section shall apply to all information on the Website.
In addition to the terms set forth above, Chelsea Capital, its subsidiaries, affiliates, and its third-party licensors shall not be liable, regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or inauthenticity of, the information contained within the Website, or for any delay or interruption in the transmission thereof to you, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, or punitive or consequential damages. None of Chelsea Capital, its affiliates, and its third-party licensors warrant or guarantee the timeliness, sequence, accuracy, or completeness of the information on the Website. Descriptions of or references to products, services, or publications within the Website do not imply Chelsea Capital’s endorsement of such products, services, or publications.
Indemnification by You
You hereby agree to defend, indemnify, and hold harmless Chelsea Capital, its subsidiaries, affiliates, third-party licensors, their respective directors, officers, employees, and agents and their successors and assigns from and against any liability, loss, claim, and expense, including legal fees and disbursements on a solicitor-client basis related to any violation of the Terms or your use of the Website, or any information on the Website.
Submission of Your Information
All information transmitted or otherwise submitted to Chelsea Capital by you via the Website, other than personal information as defined in federal and provincial legislation (“Personal Information”), shall be deemed to be the property of Chelsea Capital. Chelsea Capital shall be free to use such information for any lawful purpose. Chelsea Capital shall not have any obligation to keep any information confidential, except as otherwise specifically agreed to in writing by Chelsea Capital or as required by law. Chelsea Capital shall treat Personal Information in accordance with the terms of its Privacy Policy and all applicable privacy legislation.
By using the Website, you hereby acknowledge that the Internet is not a secure medium and privacy cannot be guaranteed or ensured. AlthoughChelsea Capital is committed to protecting your Personal Information in accordance with applicable privacy legislation, Chelsea Capital shall not be responsible for any damages that you or any third-party may suffer as a result of the transmission of confidential information that you make to Chelsea Capital through the Internet or that you expressly or implicitly authorize Chelsea Capital to make or for any errors or any changes made to any such transmitted information.
Links to Other Websites
The Website contains links to third-party Web sites. Chelsea Capital is not responsible for the content, accuracy, or opinions expressed in such third-party Web sites, and the inclusion of any third-party Web site does not imply the approval or endorsement of such third-party Web site by Chelsea Capital. Furthermore, a link to third-party Web sites should not be construed to mean that Chelsea Capital is affiliated or associated with or is legally authorized to use any trademark, trade name, logo or copyrighted symbol that may be reflected in the link or the description of the link to the third-party Web sites.
Links to Our Website
We welcome links to our Website from other web sites; however, we in no way operate, control or endorse such sites, and we reserve the right to disallow any such link at any time in our sole discretion. Should you wish to link to our Website, please contact support@chelsea.capital. This Website also contains links to other sites. Chelsea Capital is not responsible for the privacy policies or terms of use of any such sites.
Employment Opportunities
We welcome expressions of interest in employment with Chelsea Capital. Chelsea Capital does not discriminate in hiring or employment on the basis of race, color, ancestry, religion, disability, ethnic or national origin, citizenship, age, sex, sexual orientation, marital status, family status, or any other characteristic protected by applicable federal, provincial or local law.
You understand that the invitation to submit your resume or expression of interest in a job posted on the Website is not intended to, and does not, create a contract between you and Chelsea Capital for employment or for any other benefit. You understand that any communication sent by you to Chelsea Capital inquiring about employment shall not be considered an application for employment and creates no obligation on the part of Chelsea Capital to respond.
Should Chelsea Capital be interested in exploring employment opportunities with you, we will contact you in response to your inquiry.
General
Chelsea Capital shall have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, content, hours of availability, and equipment needed for access or use. You agree not to impersonate another person in your use of the Website or in the sending of any e-mail to any address listed on the Website. You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Website and all charges related thereto. Any products, services or publications mentioned in the Website are made available in accordance with local law and only where they may be lawfully offered for sale.
The Terms will be governed by and construed in accordance with the laws of Texas and the laws applicable therein without regard to conflict of law principles, and you hereby consent and submit to the jurisdiction of the courts of Texas in any action or proceeding instituted under or related to the Terms. To the extent that any portion of the Terms shall be determined to be unenforceable by a Texas court, such portion will be modified by such court to the extent necessary to cause such portion to be enforceable, and the remaining Terms will remain in full force and effect. Any waiver of any provisions contained in the Terms shall not be deemed to be a waiver of any other right, term, or provision of the Terms. The Terms constitute the entire agreement between you and Chelsea Capital with respect to the Website and supersede all previous written or oral agreements between you and Chelsea Capital with respect to the Website.
Service Terms
In order to fund your invoices through Chelsea Capital, we need you to agree to the following terms and conditions. Our team thanks you for considering us to be your resource for capital to grow your business and will work diligently to earn and keep your trust.
Before using Chelsea Capital to improve your cash flow, please read the following Terms of Use (“Terms”) carefully so that you understand your legal rights and obligations with respect to Chelsea Capital.
The following Terms govern your use of both the chelsea.capital website, including any subdomains, (the “Website” or “Site”) and any services provided by Chelsea Capital, Chelsea Finance LLC (“Chelsea Capital”) or its subsidiaries, affiliates, including, but not limited to selling invoices through Chelsea Capital (an “Advance” or more broadly “Service” or “Services”). Any dispute arising from your use of the Website or any Services is governed by these Terms. These Terms shall be deemed to include the terms of Chelsea Capital’s privacy policy as well as any additional terms set out in any other agreements between you and Chelsea Capital.
Chelsea Capital complies with all regulations governing asset secured advances. Chelsea Capital is a registered Limited Liability Company of Delaware. By applying for an Advance and agreeing to the relevant agreements, you acknowledge and agreed that the Advance is consummated at our Austin, Texas office.
Definitions.
“Advance” means the cash amount provided to a User by Chelsea Capital for purchased Invoices that are submitted through the Advance Service.
“Advance Agreement” means a contractual agreement between Chelsea Capital and a User approved for the Advance Service by Chelsea Capital, which sets forth the provisions and conditions of Chelsea Capital’s purchase of a User’s Invoices.
“Advance Service” means a transaction involving the purchase and sale of Invoices, whereby Chelsea Capital purchases all right, title, and interest to a User’s outstanding Invoices with limited recourse to the User, in exchange for providing the User (i.e. “seller”) with an Advance not to exceed an amount equal to the aggregate dollar amount of the purchased Invoices.
“Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Chelsea Capital including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, Chelsea Capital advertising, and any use of Chelsea Capital software or services. “Dispute” also includes any claims that arose before these Terms and that may arise after termination of these Terms.
“Chelsea Capital,” “we,” “us” or “our” means Chelsea Capital, Chelsea Finance LLC or any of its affiliates, subordinates, subsidiaries, or an agent acting on its behalf.
“Invoice” means the outstanding invoices the User generates as part of its typical business activity.
“Master Purchase and Sale Agreement” means a contractual agreement between Chelsea Capital and a User approved for the Service, which sets forth the provisions and conditions of the facility.
“User” means a Business that uses the Service, and has been approved by Chelsea Capital.
Acceptance of Agreement.
By visiting this Site or using the Service, you acknowledge and agree that you have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Chelsea Capital (but any Chelsea Capital affiliate may enforce these Terms as a third-party beneficiary thereof). If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or visit, access or use the Site and/or Service.
Chelsea Capital’s Advance Service is a component of Chelsea Capital’s Services and is subject to these Terms. The provisions and conditions of the Advance Service shall be governed by the Master Purchase and Sale Agreement.
Consent to Electronic Transactions and Disclosures. Because you are using the Internet on the Site, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, we also need you to consent to our giving you certain Disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements—arising from or relating to you—regarding any loans you may request or receive, your use as user on our Site, any funding, the servicing of any loan, if funded as a borrower (each, a “Disclosure”), from us.
Scope of Electronic Consent. Your consent is applicable to receive Disclosures and transact business electronically. Our agreement to do so applies to any transactions to which such Disclosures relate between you and Chelsea Capital. Your consent will remain in effect as long as you are a user of the Site, and if you are no longer a user of the Site, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a user have been made.
Consenting to Do Business Electronically. Before you decide to do business electronically with Chelsea Capital you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements. To access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions (such as Internet Explorer 10.0 or above iOS, Firefox, Chrome, or the equivalent software); and hardware capable of running this software.
Consent to Telephone Calls. You also expressly consent to receiving servicing, collection 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, 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 will charge you according to the type of plan you carry.
Additional Mobile Technology Requirements. If you are accessing our site and the Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access this through a device that provides these capabilities.
Withdrawing Consent. 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 any funding requests on our Site. If you have a pending request on our Site, we will terminate it and remove it from our system. If you have already received funding, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified business address provided during registration. To contact us regarding electronic disclosures email us at support@chelsea.capital.
Privacy Policy.
Chelsea Capital’s Privacy Policy is available at chelsea.capital, which is incorporated by reference into these Terms as if it were set forth herein in its entirety, describes the types of personal, business, and anonymous information (collectively “Information”) we collect from you in connection with the Services, and the Advance Service, as well as the manner in which we treat, share, and protect such information. By providing us with, or allowing us to access, Information and/or utilizing a Chelsea Capital Service, you agree to, and are bound by the terms of the Privacy Policy.
Businesses.
While any person can access the Site, the Service is only intended for use by businesses, companies, corporations, organizations, partnerships and sole proprietors (each a “Business”). The Service is not intended for use by individuals in their personal capacity. You will not use the Service for personal, household, or family purposes. An individual may only apply to use, and use, the Service on behalf, and with the authorization of a Business.
US-based Business only. The Service is currently only provided for Businesses in the United States. By using the Site or Services, you certify that you are a resident of the United States.
Third Party Software Products.
Connection and Interaction. The Service may enable User to select and connect or interact with a third party software product, such as an e-invoicing or accounting software product, that User is using (each a “Third Party Software Product”). In order to connect or interact with a specific Third Party Software Product, User will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (each a “Third Party Software Product Account”). User is solely responsible for: (i) registering User’s Third Party Software Product Account; (ii) keeping User’s Third Party Software Product active; (iii) User’s choice to connect, interact with and use User’s Third Party Software Product; and (iv) the payment of any Third Party Software Product fees to the provider of the Third Party Software Product in connection with User’s use of the Third Party Software Product. We are not affiliated with, have no control over, and assume no responsibility for, the policies or practices of any Third Party Software Product or Third Party Software Product provider. User acknowledges and agrees to review and be bound by the terms of use and privacy policy of any Third Party Software Product that User uses and connects with and User agrees to indemnify and hold us harmless, and expressly release us from any and all liability arising from User’s use of, and/or connection to, a Third Party Software Product.
Authorization. If User chooses to connect or interact with a Third Party Software Product then User: (i) hereby grants us authorization to access User’s Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and (ii) agrees to cooperate with us and provide any information that we or the Third Party Software Product provider may request in order to enable us to access User’s Third Party Software Product Account. We will only access and use User’s Third Party Software Product in order to: (i) perform Background Checks (please see Section 8 (Background Checks) below, for more information about this); and (ii) provide the Service to User.
Data. If User connects or interacts with a Third Party Software Product then we will collect certain data and materials from that Third Party Software Product (“Third Party Software Product Data”). We only collect Third Party Software Product Data that the Third Party Software Product provider enables us to collect by utilizing the Third Party Software Product provider’s “connect” tool. If we collect Third Party Software Product Data then we may use it to: (i) perform Background Checks on User; and (ii) provide the Service to User (collectively, “Data Uses”). User hereby provides its express consent for us to collect and use User’s Third Party Software Product Data for the purpose of performing the Data Uses. Please also see Section 6 (Customer Data), below, which includes additional information about our collection and use of Third Party Software Product Data.
User acknowledges that any failure to take any of the steps described in Sections 5.1 (Connection and Interaction), 5.2 (Authorization), and 5.3 (Data) of these Terms, above, may restrict us from enabling a connection or interaction with User’s Third Party Software Product Account and may prevent User from being able to apply for and/or use our Service.
User Data.
User may choose to provide, transmit, upload, import or make accessible certain data, including without limitation Third Party Software Product Data, to us (collectively, “Data”) for us to use in connection with the Service. We will use User’s Data to perform Background Checks on the User and to provide our Service to the User (the Data Uses, as defined above). In addition, we may use User’s Data to send messages to recipients of User’s Invoices regarding the Service unless otherwise requested by User or the applicable recipient. User hereby provides its express consent for us to collect and use User’s Data for the foregoing purposes, including for the purpose of performing the Data Uses. User retains ownership of its Data.
User represents and warrants that: (i) it owns or has obtained the right to all of the intellectual property rights subsisting in its Data, and has the right to provide Chelsea Capital the license granted herein to such Data; (ii) User’s Data is accurate, current and complete; (iv) User’s Data is not misleading or false; (iv) User’s Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (v) User’s Data does not contain any protected health information. User shall remain solely responsible and liable for its Data, including without limitation for our reliance upon User’s Data in order to perform Background Checks and to provide the Service to User, and the User agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the foregoing.
User acknowledges that: (i) the Service does not operate as an archive or file storage service and we do not store all of the Data that User may provide, upload, import, or otherwise generate during User’s use of the Service; (ii) User is solely responsible for the backup of its Data; and (iii) User will lose access to any Data that User deletes.
Personal credit and background checks.
By using Chelsea Capital Services, the User hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on the User and any of its directors and officers to help us determine User’s suitability for a Service or whether Chelsea Capital is willing to approve the purchase of the User’s Invoices through the Advance Service. Each background check may, without limitation, include a review of the following information, which User hereby expressly authorizes and consents to: (i) User’s Data; (ii) credit history, including a hard pull of a personal or business credit score; (iii) whether User, or any of its directors and officers, has any criminal records; (iv) information that is publicly available about User and/or any of its directors and officers; (v) information that we obtain from third party service providers, including information derived or prepared by third-party data aggregation and analysis companies; and (vi) whether User, or any of its directors and officers, have ever been declared bankrupt. User agrees to cooperate with Chelsea Capital with respect to background checks and shall promptly, upon request, provide (or sign) any information, documentation and/or consent that we may require to perform a background check. For the avoidance of doubt, the User is responsible to obtain and maintain the consent of its directors and officers for us to perform a background check on them (solely for the purposes set forth in these Terms), and will defend, indemnify and hold us harmless from any failure by User to do so. User acknowledges that any failure to provide the foregoing information and said cooperation may preclude User from being: (i) approved to participate in our Service or (ii) able to sell its Invoices to us through our Advance Service.
Fees & Payment.
We charge fees for our Services. You will be given an opportunity to review and accept the fees that will be charged in connection with each Advance. We will charge you applicable taxes, if any. All fees and currency amounts are quoted in US Dollars, unless otherwise specified. Chelsea Capital may, in its sole discretion, change our standard fees, rates and other charges. You will be directly notified of any such changes and such amended fees and charges will apply to any Advance entered into after the date of such change.
Restrictions.
There are some limitations on our Services. We reserve the right to accept and approve Users in our sole discretion and may reject any new or existing User at any time.
Acceptable Use.
As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Prohibited uses include, but are not limited to, competitive analysis (including providing screen shots, which are copyrighted material owned by Chelsea Capital), and data mining or “scraping” with the use of specialized software, “robots”, “spiders” or otherwise.
You agree that you will not use the Site, Services or any of your communication with Chelsea Capital to a) abuse, defame, harass, threaten or violate the legal rights, such as privacy, of others in any way, b) attempt to obtain an Advance on any property that you cannot legally use as collateral for an Advance, was misrepresented to Chelsea Capital, and/or if advanced against would cause Chelsea Capital to violate any laws or regulations, or c) provide inaccurate, false or misleading personal information. Chelsea Capital will cooperate with the legal authorities and internet service providers in providing information about the users who violate this section of these Terms.
You agree that you will notify Chelsea Capital immediately about any suspected or known unauthorized use, breach of security, or violation of these Terms on or relating to the Site or Services.
Disclosure.
We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Services, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Chelsea Capital, its users or the public.
Warranty Disclaimers.
YOU AGREE THAT USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. CHELSEA CAPITAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CHELSEA CAPITAL MAKES NO WARRANTY THAT THE SERVICES AVAILABLE THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, NOR DOES CHELSEA CAPITAL MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM CHELSEA CAPITAL’S AGENTS OR REPRESENTATIVES OR THROUGH THE SERVICES PROVIDED BY CHELSEA CAPITAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation of Liability.
IN NO EVENT SHALL CHELSEA CAPITAL, ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE). CHELSEA CAPITAL’S LIABILITY, AND THE LIABILITY OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN CONNECTION A) WITH THE PERFORMANCE OF SERVICES TO YOU IS LIMITED TO THE GREATER OF THE AMOUNT OF FEES YOU HAVE PAID TO US OVER THE COURSE OF THE ADVANCE THAT IS THE SOURCE OF THE CLAIM.
Indemnity.
You agree to defend, indemnify and hold harmless Chelsea Capital and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; and (iii) your transmission of Data to Chelsea Capital.
Term and Termination.
Unless and until terminated by you or Chelsea Capital, your status as an eligible user of the Website or Services will continue indefinitely. Chelsea Capital reserves the right to restrict or deny your access to the Website or Services at any time, with or without cause, and with or without notice. Upon termination of your right to use the Website you will no longer be able to access any data or information you had previously created, managed, maintained or stored with Chelsea Capital. Your obligations pursuant to Sections 12-14, and 17-22, and the survival provision of this Section 15, shall survive the termination of your access or any other agreement between you and Chelsea Capital.
Assignment.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Chelsea Capital without restriction or notification to you.
Communications.
Much of the communication between you and Chelsea Capital are through electronic means, whether you visit the Website, send us emails, click on a weblink to access the Advance agreement, or whether Chelsea Capital posts notices on the Services or communicates with you via email. For contractual purposes, you a) consent to receive communication from Chelsea Capital in electronic form, and b) agree that all agreements, notices, disclosures, and other communications that Chelsea Capital provides to you electronically satisfy any legal requirement that such communication be in writing. You may also receive a copy of these Terms, or any of the documents relating to your use of Services or the Website by emailing us at support@chelsea.capital.
General
These Terms, along with Chelsea Capital’s Privacy Policy and any other Advance agreement completed and signed by you constitute the entire agreement between you and Chelsea Capital regarding the use of the Website and Services. If any provision of these Terms, or of any agreement between you and Chelsea Capital, is found to be invalid or unenforceable, the remainder of these Terms or the applicable agreement shall continue in full force and effect. Notwithstanding any other provisions herein, the parties agree that no person or entity shall be deemed a third-party beneficiary of these Terms or any other agreement. Furthermore should any provisions be found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under any applicable law. The failure of Chelsea Capital to exercise or enforce any of its rights under these Terms or under an agreement between you and Chelsea Capital shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Please contact us with any questions or comments about these Terms. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party.
Governing Law and Dispute Resolution.
Your use of the Website or Services, and any agreement entered into between you and Chelsea Capital is governed by the laws of Texas, without regard to any conflict of law provisions that would require the application of the laws of any other jurisdiction. You hereby consent to the exclusive jurisdiction of, and venue in, courts located in Texas, in all disputes arising out of or relating to the use of the Website and Services. Notwithstanding the foregoing, you agree that Chelsea Capital shall be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.
Improperly Filed Claims.
All claims between you and Chelsea Capital must be resolved in accordance with these Terms. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, Chelsea Capital may recover its legal costs from you in responding to such claim.
Limitation on Actions.
You agree that, regardless of any law or statute to the contrary, except where prohibited by law, any claim or cause of action arising out of or related to the use of the Website or Services must be commenced within one (1) year after the cause of action arose, otherwise such cause of action is permanently barred.
Right to Amend.
Chelsea Capital has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at Chelsea Capital.com or any other website maintained or owned by us for the purposes of providing the Service. Such change will be effective ten (10) days following the posting of the revised Terms on the Site. If you do not agree to any amendment to the Agreement, you must stop using the Site and Services. Any use of the Service after our publication of any such changes shall constitute your acceptance of these Terms as modified. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the Dispute arose.
Electronic Signature.
With respect to these Terms, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
General.
All references in this Section 26 to the “Terms” include the Terms of Use and our Privacy Policy. These Terms, along with any applicable Advance Agreement or Master Revolving Credit Agreement, shall constitute the entire agreement between you and Chelsea Capital concerning the Site and Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.