Terms of Use / Lending - Peace Dividend’s Website (Last Updated Sep 18, 2010)

Welcome to Peace Dividend – we are both a tax-exempt non-profit public benefit corporation (in the USA) and a private corporation limited by shares in Southern Sudan. We would like you to be aware that lending to entrepreneurs through Peace Dividend involves risk of principal loss. Peace Dividend does not guarantee repayment.

1. Participation in the Program

Peace Dividend manages the Website, which matches you and other persons (each, a "Lender" and, collectively, "Lenders") with small entrepreneurs in Southern Sudan (each, a "Borrower" and, collectively, "Borrowers") in need of affordable capital.In most instances, these Borrowers are considered "high risk" by traditional lenders for a variety of factors, including, but not limited to, the low capacity of Southern Sudanese entrepreneurs, the lack of sufficiently established and functional legal frameworks in Southern Sudan, the Borrowers' lack of credit history, foreign exchange rate fluctuations, event risk, and political / country risk. Please carefully review the Website “How?” section entitled "Risk Mitigation” which highlights the various risks associated with the lending structure utilized by Peace Dividend and explains in greater detail the role played by Peace Dividend, the Lenders and the Borrowers.

By participating in the Program or otherwise using this Website, you hereby acknowledge and agree that (a) Peace Dividend 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 and (b) loans made via the Website (each, a "Loan") are unsecured and bear a high risk of non-repayment. Loans made via the Website by non-USA users are offer a rate of return between 2 and 4%. Loans made via the Website by USA users 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.

1.1. Loan Disbursement. You understand that Loans are made directly to Borrowers that Peace Dividend identifies. Loan requests are in Sudanese Pounds. Funds loaned by you, the Lender, will either be delivered to the Borrower for ultimate disbursement/ or the goods needed will be directly purchased for the Borrower, at times through a third party. A Borrower may refund his loan back early and thus pay less total interest for the capital borrowed. Peace Dividend 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 Peace Dividend user loan funds account, which interest is contributed to fund Peace Dividend's operations) to the Borrowers selected for funding on the Website. Please note that many Borrowers are required mandatory savings as part of their loan transaction process to serve as collateral and which may help ensure that Borrowers are able to accumulate cash and represent a good risk. This collateral is repaid to the Borrower on successful repayment of his/her loan.

Peace Dividend is responsible for screening and sourcing each Borrower, posting requests for Loans on the Website and making and monitoring all Loan disbursements. However, the Borrower assumes the risk of the Borrower defaulting.

1.2 Loan Collection and Repayment. Loans are repaid directly by the Borrower(s) to Peace Dividend. When Borrowers have fully repaid the Loans, Peace Dividend will post a record to the Website and the Lenders may choose either to re-invest or withdraw the funds. If, for any reason, Peace Dividend is are unable to collect Loan repayments directly from the Borrowers, repayment of your Loan 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 that Peace Dividend is obligated to repay only such Loan principal to the extent of cash recovered once operational expenses have been deducted. Peace Dividend, will NOT pay interest to USA based investors. It will pay between 2-4% to non-USA based investors.

1.3 Tax Deductibility. You understand that Peace Dividend is a non-profit public benefit corporation. Peace Dividend has received exemption with the USA Internal Revenue Service as an organization that qualifies as a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. Should you donate to Peace Dividend - you are eligible to receive a tax deduction as might otherwise be available in connection with a charitable contribution to a tax-exempt public charity. Should you make a loan to an entrepreneur – you are not eligible for these tax deductions for the amount lent.

1.4. Loan Records. Records of each Loan you make (including this Agreement and any repayment history) will be kept by Peace Dividend, displayed on the Website and, upon your written request, will be made available to you at any time throughout the term of the Loan. The amount of funds you have available in your Peace Dividend account that is available to be lent ("Peace Dividend Credit") can also be accessed via your Peace Dividend online account created upon registering at the Website.

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 Peace Dividend's sole discretion, any extension of the length of the term of your Loan in order to increase the chances that your Loan is repaid. Peace Dividend will generally deem a Loan to be in default if Peace Dividend determines that collection of funds from a Borrower for such Loan is doubtful or a repayment on the Loan is six (6) months past the originally scheduled repayment date (for any expected repayment, including interim repayments), although case by case differences may exist based on pending prospects for repayment of the Loan.

In this case, each applicable Lender will have the option to recover whatever principal has been repaid up to that point.

If for any reason less than 100% of your Loan is repaid, you agree that Peace Dividend shall have no liability therefor, and you hereby release and forever hold harmless Peace Dividend 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 (e.g., an eCheck does not validly deliver to Peace Dividend the full amount of the intended Loan, or your payment provider reverses a payment originally intended for Peace Dividend), you agree that Peace Dividend may, in its sole discretion, (i) offset the amount of the insufficiently funded Loan against your Peace Dividend Credit or (ii) withdraw and cancel your insufficiently-funded Loan from your account as not paid in full.

1.8 User Account Inactivity; Instructions for Auto-Donation of Funds to Peace Dividend or Auto-Withdrawal Return of Funds to User; Potential Escheatment of Funds. Peace Dividend welcomes its Users’ active participation in the Peace Dividend 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 Peace Dividend account or there are no credits/withdrawals made to such User’s account. Therefore, Peace Dividend may implement Website features pursuant to which you may instruct Peace Dividend in advance as to how you wish any remaining balances in your account to be handled in the event your account were to become inactive for a period of 24 or more consecutive months -- namely, whether in such a case of User inactivity, you (i) wish to automatically donate remaining funds in your account to Peace Dividend’s general operating expenses to further Peace Dividend’s philanthropic mission or (ii) wish for Peace Dividend to return remaining funds in your account to you via Peace Dividend’s standard account withdrawal process.

In the event that your account shows no activity for an extended period of time and (i) you have not indicated an instruction to Peace Dividend through an inactivity preference selection described above or (ii) your instructions to have remaining balances returned to you cannot be successfully completed, whether due to invalid/incomplete information, your not claiming the funds after thirty (30) calendar days have passed from the day Peace Dividend has forwarded the funds to you, a return of funds back to Peace Dividend as unclaimed after Peace Dividend has attempted to forward your funds to you, or for any other reason internal or external to Peace Dividend, then Peace Dividend may determine it is appropriate to forward (i.e., escheat) the balance remaining in your inactive Peace Dividend account to the state government of your state of residency. In such a case, Peace Dividend will determine your residency based on the state listed in your mailing address information that may have previously been made available to us. If your address is unknown or is outside of the USA, Peace Dividend may then find it is appropriate to forward (escheat) your funds to the State of California. If your funds are escheated to a state authority, you would have to contact the relevant state’s unclaimed property administrator to reclaim such funds[MA2] .

2. Proprietary Rights

"Peace Dividend" and the "Peace Dividend" logo are trademarks and service marks of Peace Dividend. Peace Dividend or its licensors own and retain all proprietary rights in the Program, the Website and all material and information posted thereon ("Content"). The Website contains the copyrighted material, trademarks and other proprietary information of Peace Dividend and its licensors. You may display and print limited copies of the Content 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 or transmit any Content or other such proprietary information without the express, written permission of Peace Dividend. In addition, to the extent you receive information from Peace Dividend, or the Borrower with respect to any Loan delinquency or default of a particular Borrower, 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 Peace Dividend) has opted to have his or her identity withheld on the Website.

If you post any messages or other information on the Website, you agree that such messages and information shall be considered Content, and you agree to grant, and shall be deemed to have automatically granted to Peace Dividend an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute such information and content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, such information and content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license.

To the extent you upload or post any photographs of yourself on the Website, you agree that such materials shall be considered Content for the purposes of the foregoing paragraph, and you agree to release, discharge and agree to hold harmless Peace Dividend from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of such materials, including any claims of infringement of any rights of publicity or rights of privacy.

You acknowledge, consent and agree that Peace Dividend may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Peace Dividend, its users, or the public.

3. Acceptable Use

The Website is for use in connection with the Program and may not be used by you in connection with any other endeavors -- commercial or otherwise -- except as previously approved in writing by Peace Dividend. Your use of the Website and participation in the Program shall be in strict compliance with this Agreement, Peace Dividend's Privacy Policy, all other procedures and guidelines set forth on the Website and applicable law. You may not engage in advertising to, or solicitation of, any User, Borrower or any other Person to buy or sell any products or services through the Website. You may not transmit any chain letters or junk email to any User, Borrower or any other Person. Illegal and/or unauthorized uses of the Website, including collecting the name, email address or any other personal or confidential information of any User, Borrower or any other Person by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, will be investigated and appropriate legal action will be taken, including, without limitation, civil, criminal and injunctive redress.

Although Peace Dividend assumes no obligation to monitor the conduct of any User on or off the Website, it is a violation of this Agreement to use the Website or any information obtained from the Website in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in lender messages or joining lending teams in bad faith), (ii) prevent or exclude others, who are using the Website in compliance with this Agreement, from accessing, viewing or funding a particular Loan profile, or (iii) contact, advertise to, solicit, or sell to any User, Borrower or other Person without their prior explicit consent. In order to protect such persons from such advertising, solicitation or harassment, Peace Dividend reserves the right to remove content from the Website that violates acceptable use in Peace Dividend's sole discretion and restrict the number of emails or messages that a User may send to others through the Website in any 24-hour or other period to a number that Peace Dividend deems appropriate, in Peace Dividend's sole and absolute discretion.

The Website includes features and functionality whereby a User may post and transmit information, images and other materials. All such information, images and materials, whether publicly posted or publicly or privately transmitted, are the sole responsibility of the User who originates such content. Peace Dividend assumes no obligation to monitor or control such posted or transmitted content and cannot take responsibility for such content posted or transmitted by a User. However, Peace Dividend reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any content, and to restrict, suspend or terminate the participation of any User or any lending team from the Website and from all Peace Dividend services and Programs at any time, with or without prior notice. Without in any way limiting the foregoing, it is a violation of this Agreement to upload, post or submit any content, including, but not limited to, written materials or images, that in Peace Dividend’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.

5. Limitation of Liability

You understand that any and all decisions made by you with respect to the Program are yours alone. Peace Dividend 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 Peace Dividend be liable to you or any third person for any damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website or participation in the Program, even if Peace Dividend has been advised of the possibility of such damages, costs, losses or expenses.