(Last updated October 28th, 2016)
- Participation in the Program; Loans
WWP manages the Website, which enables you (the “Lender”) to remit funds to WWP. Funds will be used for under-banked or low-income borrowers in India (each, a “Borrower” and, collectively, “Borrowers”) in need of affordable capital for Water and Sanitation infrastructure initiatives only. In most instances, these Borrowers are considered “high risk” by traditional financial institutions for a variety of factors, including, but not limited to, the Borrowers’ lack of credit history, the use of the loan, including building facilities and providing access and resources to water and sanitation facilities to such Borrowers. Please carefully review the Website section entitled “Risk and Due Diligence” which highlights the various risks associated with lending online through WWP and explains in greater detail the role played by WWP and the Field Partners (defined below in this Section 1).
By participating in the Program or otherwise accessing or using the Website, you hereby acknowledge and agree that (a) WWP makes no representation, warranty, covenant or guarantee that any funds you lend indirectly to a Borrower through WWP, who then directs such funds through certain organizations in India (the “Field Partners”), 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, not guaranteed and bear a 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 completely. Loans made via the Website are philanthropic in nature, 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.
WWP is organized exclusively for benevolent and not for profit purposes and the Loans being made hereunder are philanthropic in nature with no guaranteed repayment and each lender hereby acknowledges that loans made bear a risk of non-repayment.
1.1 Loan Disbursement; Collaboration with Field Partners. You understand that Loans are not made directly to Borrowers and that WWP identifies certain Field Partners as the intermediary lender which works in underbanked or low-income communities. Funds loaned by you, the Lender, will be delivered to a Field Partner for ultimate disbursement to the Borrower(s). The relationship between a Field Partner and WWP is monitored to the extent that WWP will be informed of how Loans are disbursed by Field Partners. Field Partners have the discretion to use such Loans with the Borrowers in connection with applicable Water and Sanitation projects. WWP carefully facilities 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 WWP user loan funds account) to Field Partners for disbursement to the Borrowers for funding on the Website.
The process of disbursement to a Borrower in India, however, may vary from the standard disbursement structure just described. Currency and other national or local regulations may require a different philanthropic funding structure. In such cases, instead of Loan funds being forwarded directly to Field Partners, WWP may, for example, have to transact with other intermediaries, such as a Field Partner’s affiliates or other third parties licensed in the particular country to transact in foreign currencies, to structure a different indirect funding process to enable a Borrower to ultimately be supported by a Loan from you.
The Field Partners are solely responsible for screening and selecting each Borrower and making all Loan disbursements.
1.2 Loan Collection and Repayment; Securities. Loans are repaid directly by the Borrower(s) to Field Partners and not to WWP or the Lenders. It is the responsibility and obligation of each Field Partner to pay over such collected Loan payments to WWP. The Borrower will be responsible for repaying the Field Partners under a term of one and one-half years. The Field Partners will re-invest funds received by Borrowers and will remit funds to WWP after three years. WWP will then remit funds back to Lenders following the three-year term. WWP’s loan to each Field Partner is overseen by the Government of India’s department of Economic Affairs, Ministry of Finance and Reserve Bank of India (the “Regulatory Agencies”). According to the guidelines set out by the above Regulatory Agencies, WWP is not entitled to repatriate funds loaned to Field Partners until a minimum of 3 years have passed since the funds have been remitted to a Field Partner. After funds are remitted to WWP, WWP will remit amounts and interest owed back to Lenders. Except as may be provided in Section 1.5 (“Principal Loss Scenarios”) below, any amounts actually received by WWP from a Field Partner(s) as repayment by the applicable Borrower(s) will be distributed among the Lenders on a pro rata basis in accordance with the amounts loaned by such Lenders to such Borrower(s) and in accordance with the terms and conditions contained herein and contained in an unsecured, nominal interest promissory note that shall be issued by WWP to each Lender after a Loan is made (collectively, the “Promissory Notes” and each, a “Promissory Note”); such Promissory Notes to be sent to each Lender, together with an information package providing further details on the Program, after an applicable Loan is made.
THE PROMISSORY NOTES REPRESENT A SECURITY ISSUED BY WWP TO EACH LENDER AS EVIDENCE OF THEIR LOAN ONLY BUT IN NO WAY GUARANTEEs REPAYMENT OF SUCH LOAN AND THE LENDER HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT SUCH LOANS BEAR A RISK OF NON-REPAYMENT. EACH LENDER, IN CONNECTION WITH THE ISSUANCE OF EACH RESPECTIVE PROMISSORY NOTE, HEREBY EXPRESSLY AGREES THAT NO PART OF THE NET EARNINGS BENEFIT SUCH LENDER AND WWP CONFIRMS NO COMMISSION OR OTHER REMUNERATION IS PAID IN CONNECTION WITH THE SALE OF THE SECURITY AND THAT SUCH SALE IS EXEMPT FROM THE THE dealer registration and prospectus requirements of the securities act (ontario) provided for in national instrument 45-106 of the canadian securities administrators (“ni 45-106”) and that there are restrictions imposed on the lenders, the promissory notes which limit each lender’s ability to resell the securities. It is the responsibility of each lender to identify such restrictions and to comply with them if it transfers any of the securities at any time (which is impermissible).
These distributions will be held periodically by WWP in escrow until a cumulative total of $50,000 CDN has been received by WWP, at which point a disbursement will then be made by WWP to its Field Partner. A Promissory Note will not be issued to the Lender and interest (and the maturity date) will not begin to accrue for the benefit of the Lender until the Loan is received by WWP. Loans will be held by WWP in escrow and will be remitted to a Field Partner once the initial cap of $50,000 CDN is reached and, thereafter, other caps as determined by WWP from time to time. 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 WWP’s judgment, require WWP to conduct further reviews with respect to the collected repayments (by way of one example, to resolve issues regarding accuracy of repayment amounts and corresponding data, or for other issues). If, for any reason, the Field Partner(s) are unable to collect Loan repayments directly from the Borrowers or if WWP, for any reason, is unable to collect Loan repayments directly from the Field Partner(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 the Field Partner(s) nor the Borrower(s) will have direct contractual obligation or liability to pay you any principal and that WWP is obligated to repay only such Loan principal to the extent actually received by WWP from a Field Partner with respect to a Borrower (subject to the conditions noted above). None of WWP, its Field Partners or any Borrower will have any contractual obligation or liability to pay interest on the Loan or other fees or amounts (other than as expressly set forth above or in the Promissory Note) to you or any other Lender in connection with any Loan you make. However, you should note that Field Partners may charge interest and fees to Borrowers to, for example, cover their operational expenses.
1.3 Taxes. You understand that WWP is a not-for-profit corporation incorporated under the Canada Not-for-profit Corporations Act, as amended from time to time, and you acknowledge that WWP is not a registered charity and that you are not eligible to receive a tax deduction or tax receipt in consideration for your Loan, as might otherwise be available in connection with a charitable contribution to a tax-exempt registered charitable organization. You also understand that you are solely responsible for determining the proper tax treatment for any Loan (and interest received thereon) you make through the Website and the Program. WWP 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. The information contained in this Agreement is for informational purposes only. It is not intended to provide tax advice to you, and you should not rely upon the information to provide any such advice.
1.4 Loan Records. Records of each Loan you make (including this Agreement and any repayment history) are kept by WWP and may, upon your written request, be made available to you at any time throughout the term of the Loan.
1.5 Principal Loss Scenarios. You understand and hereby consent (without any prior notice thereof) to any restructuring of the repayment plan for your Loan and/or, in WWP’s sole discretion, any extension and/or amendment to the terms of your Loan or the Promissory Note in connection therewith regarding any terms thereof including, without limitation, the length of the term of your Loan in order to increase the chances that your Loan is repaid or that amounts of your Loan are repaid. WWP will generally deem a Loan to be in default if WWP determines that collection of funds from a Field Partner for such Loan is doubtful, although case by case differences may exist based on pending prospects for repayment of the Loan and depending on country context and related system and regulatory constraints.
If for any reason less than 100% of your Loan is repaid, you agree that WWP and its Field Partners (as well as any “related Field Partner entity” – for example, one that as part of a restructuring or otherwise, assumes control over such a Field Partner, its assets and/or its obligations) shall have no liability therefor, and you hereby release and forever hold harmless WWP and its Field Partners and any “related Field Partner entity” for any loss you may incur. You should consult with your accountant and/or tax advisors to determine the appropriate tax treatment of such a loss.
1.6 Insufficient Lender Funds. In the event that you make a Loan and your payment does not clear, you agree that WWP may, in its sole discretion, withdraw and cancel your insufficiently-funded Loan from your account as not paid in full.
1.7 Third Party Applications. WWP may provide services from time to time which 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 WWP 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 take actions on your behalf does not relieve you of any of your responsibilities under this Agreement. WWP gives no guarantees or warranties with respect to any Third Party Application and is not responsible for your use 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.
- Proprietary and Intellectual Property Rights. “WWP”, the “WWP” logo and other WWP graphics, logos, designs, page headers, button icons, scripts, names and branding, including anything related to the Program including, without limitation, any trademarks or intellectual property regarding the H2O Investments program and all related websites, are trademarks, service marks or trade dress of WWP (“WWP Marks”). WWP 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 WWP. WWP 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 WWP thereon including all rights in and to the H2O Investments program and related websites and proprietary information (collectively, the “Content”). The Website and Program contain the copyrighted material, trademarks and other proprietary information of WWP and its licensors. You may display and make limited copies of the Content (other than the WWP 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 WWP which may be withheld for any reason. In addition, to the extent you receive information from WWP, its Field Partners or the Borrower 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.
The Website may contain (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 WWP, and WWP 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 WWP. 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 our 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.
- Acceptable Use
Although WWP assumes no obligation to monitor the conduct of any User on or off the Website or through the Program, it is a violation of this Agreement to use the Website or Program, or any information obtained from the Website or Program, in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in messages), (ii) prevent or exclude others, who are using the Website in compliance with this Agreement, from accessing, viewing or funding a particular Project, or (iii) contact, advertise to, solicit, or sell to any User, Field Partner, Borrower or other person without their prior explicit consent. In order to protect such persons from such advertising, solicitation or harassment, WWP reserves the right to remove content from the Website that violates acceptable use in WWP’s sole discretion and restrict the number of emails or messages that a User may send to others, if applicable, through the Website in any 24-hour or other period to a number that WWP deems appropriate, in WWP’s sole and absolute discretion. WWP reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any Third Party Content, and to restrict, suspend or terminate the participation of any User or any lending team from the Website and the Program at any time, with or without prior notice. Without in any way limiting the foregoing, it is a violation of this Agreement to post, upload, submit, transmit or otherwise share any content, including, but not limited to, written materials or images, that in WWP’s opinion is obscene, harassing, contains profanity, or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; contains graphic or gratuitous violence; or is defamatory, libelous, or invades another person’s privacy or proprietary rights.
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, as applicable; (c) maintain and promptly update the Registration Data, and any other information you provide to WWP, 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, as applicable. You agree not to impersonate any person or entity.
WWP is not responsible, and shall have no liability, for any incorrect or inaccurate content posted on the Website or any liability, cost or expense you may incur in connection with the Website or Program, whether caused by any User, Field Partner, Borrower or other person or by any of the equipment or programming associated with or utilized in the Program. You also acknowledge and agree that Field Partners are not liable for content created and posted on the Website. WWP is not responsible for the conduct, whether online or offline, of any User of the Website or any other person. With respect to the Website and Program, WWP assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft (including theft of third parties of WWP Content and website materials) or destruction or unauthorized access to, or alteration of, any communications.
Under no circumstances will WWP be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from any use of the Website or participation in the Program, including without limitation any content posted, uploaded, submitted, transmitted or otherwise shared on the Website or any interactions between any Users of the Website or Program, whether online or offline. WWP does not represent, warrant, covenant, guarantee or promise any specific results from use of the Website or the Program.
THE WEBSITE AND PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE PROGRAM.
WWP makes no representation or warranty, express or implied, with respect to any third party data provided to WWP or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. WWP will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by WWP or “force majeure” or any other cause beyond the control of WWP.
- Limitation of Liability
You understand that any and all decisions made by you with respect to the Website and Program are yours alone. Although WWP monitors its Field Partners to the best of its abilities, WWP cannot guarantee the accuracy of information from Field Partners, other Users or Borrowers. WWP shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Program; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of making a Loan to a Borrower or as a result (directly or indirectly) of utilizing the Program or information received in connection with the Program. In addition, in no event will WWP be liable to you or any third person for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from (i) your use of or your inability to use, this Website or any of the information or materials contained on this Website or involved in the Program, (ii) the cost of procurement of substitute goods, data, information or services, (iii) errors, mistakes, or inaccuracies in the materials on the Website, (iv) personal injury or property damage of any kind whatsoever arising from or relating to your use of the Website or participation in the Program, any bugs, viruses, trojan horses, or any other files or data that may be harmful to computer or communication equipment or data that may have been transmitted to or through the Website, (v) any errors or omissions in any material on the Website, or (vi) any other loss or damage of any kind arising from or relating to your use of the Website or participation in the Program including, without limitation, your loss of the Loan, in whole or in part, and non-repayment by WWP. These limitations shall apply even if WWP has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extension permitted by law in the applicable jurisdiction.
- Disputes with other Parties
WWP is not responsible for your interactions with any Field Partners, any other User or any Borrower (even to the extent prohibited by this Agreement) and any disputes or damages that may result from such interactions. WWP reserves the right, but has no obligation, to monitor disputes between you and such persons.
- Governing Law; Resolution of Disputes; Arbitration and Waivers
This Agreement is governed by the laws of the province of Ontario and the federal laws of Canada applicable therein, without regard to its choice of law or conflict of law provisions. If any dispute arises between you and WWP, 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 the City of Ottawa, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitration shall be heard and adjudicated by one arbitrator to be selected by you and WWP. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Ontario or Canadian statutes, as applicable, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, WWP may seek any injunctive relief in a provincial or federal court in Ontario, Canada, as may be necessary to preserve rights pending the completion of arbitration and WWP may seek any injunctive relief in a provincial or federal court in Ontario, Canada, or another court of competent jurisdiction, at any time against any violations of Section 2 (Proprietary and Intellectual Property Rights) or Section 3 (Acceptable Use) of this Agreement.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND WWP 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 hereby agree to indemnify and hold WWP 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.
- 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, WWP may make features available to Users as part of the Program. WWP 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 any WWP services. WWP may terminate your participation in the Program and, if applicable, registered account at any time and for any reason, effective upon transmission of notice to you at the email address you provide to WWP. If your participation in the Program and, if applicable, registered account is terminated by WWP, you agree not to access or use the Website or participate in the Program any further or make any further Loans. If you violate this Agreement or if your participation in the Program or, if applicable, registered account is terminated, WWP has the right to delete your profile and remove your User Generated Content, as applicable.
- Entire Agreement; Severability
This Agreement, together with your Promissory Note, each accepted upon your access and use of the Website or participation in the Program and Loan to WWP and further affirmed by becoming a User, as applicable, contains the entire agreement between you and WWP regarding the use of the Website or the Program. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.