In order to fund your invoices with FundThrough, we need you to agree to the following terms and conditions.
FundThrough complies with all regulations governing asset secured advances. FundThrough is a registered corporation in the province of Ontario, Canada. By applying for an Advance and agreeing to the relevant agreements, you acknowledge and agreed that the Advance is consummated at our Toronto, Ontario, Canada office.
By agreeing to these Terms, you acknowledge that you have required that this Agreement and all related documents be drawn up in English./Les parties soussignées reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
If User registers an Account with FundThrough, User hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on User and any of its directors and officers to help us determine User’s suitability for a Service or whether FundThrough is willing to approve the purchase of the User’s Invoices through the Advance Service from us (each a “Background Check”). 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 FundThrough 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, 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.
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 Canadian Dollars, unless otherwise specified. FundThrough may, in its sole discretion, change our standard fees, rates and other charges. Any such changes will be posted on the Website and such amended fees and charges will apply to any Advance entered into after the date of such change.
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.
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 FundThrough), 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 FundThrough 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 FundThrough, and/or if advanced against would cause FundThrough to violate any laws or regulations, or c) provide inaccurate, false or misleading personal information. FundThrough 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 FundThrough immediately about any suspected or known unauthorized use, breach of security, or violation of these Terms on or relating to the Site or Services.
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 FundThrough, its users or the public.
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. FUNDTHROUGH 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. FUNDTHROUGH MAKES NO WARRANTY THAT THE SERVICES AVAILABLE THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERUPTED, TIMELY, OR ERROR FREE, NOR DOES FUNDTHROUGH 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 FUNDTHROUGH’S AGENTS OR REPRESENTATIVES OR THROUGH THE SERVICES PROVIDED BY FUNDTHROUGH SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
IN NO EVENT SHALL FUNDTHROUGH, 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). FUNDTHROUGH’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 AND $100.
You agree to defend, indemnify and hold harmless FundThrough 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 FundThrough.
Unless and until terminated by you or FundThrough, your status as an eligible user of the Website or Services will continue indefinitely. FundThrough 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 FundThrough. 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 FundThrough.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by FundThrough without restriction or notification to you.
Much of the communication between you and FundThrough are through electronic means, whether you visit the Website, send us emails, click on a weblink to access the Advance agreement, or whether FundThrough posts notices on the Services or communicates with you via email. For contractual purposes, you a) consent to receive communication from FundThrough in electronic form, and b) agree that all agreements, notices, disclosures, and other communications that FundThrough 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 firstname.lastname@example.org.
FundThrough is located at 260 Spadina Avenue, Toronto, Ontario, Canada, M5T 2E4. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at: http://en.wikipedia.org/wiki/List_of_Content_Control_Software.
Your use of the Website or Services, and any agreement entered into between you and FundThrough is governed by the laws of the Province of Ontario, 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 the Province of Ontario, in all disputes arising out of or relating to the use of the Website and Services. Notwithstanding the foregoing, you agree that FundThrough shall be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.
All claims between you and FundThrough 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, FundThrough may recover its legal costs from you in responding to such claim.
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.
FundThrough 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 fundthrough.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 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.
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.