Terms of Service

We thank you for considering using FundThrough's invoice purchasing and cash flow improving services. These Terms of Service (together with any attachments, exhibits, and/or addendums hereto, as amended from time to time, collectively the “Terms” or this “Agreement”) form an agreement between you, the user accessing or otherwise using the fundthrough.com website, including any subdomains therein (the “Website” or “Site”) and any services provided by FundThrough Inc., FundThrough US Inc., or any of their respective subsidiaries, subordinates, affiliates or agents (collectively with “we”, “us”, or “our”, “FundThrough”), including, but not limited to selling invoices (an “Advance”, collectively, the “Services”), and Fundthrough, the supplier of the Services, and is entered into on the earlier of the date you first use any part of the Services and the date you agree to be bound by these Terms.

Any dispute arising from your use of the Services is governed by these Terms. These Terms shall be deemed to include the terms of FundThrough's privacy policy as well as any additional terms set out in any other agreements between you and FundThrough.

For Canadian Residents and all other non-US Residents: 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.

For US Residents: FundThrough complies with all regulations governing asset secured advances. FundThrough USA Inc. is a registered corporation in the State of Texas, USA. By applying for an Advance and agreeing to the relevant agreements, you acknowledge and agreed that the Advance is consummated at our Houston, Texas, USA office.

By agreeing to these Terms, you acknowledge that you have required that this Agreement and all related documents be drawn up in English.

1. Definitions.

“Advance” means the cash amount provided to a User by FundThrough for purchased Invoices that are submitted through an Advance Service.

“Advance Service” means a transaction involving the purchase and sale of Invoices, whereby FundThrough purchases all right, title, and interest to a User's outstanding Invoices, 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 FundThrough 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, FundThrough advertising, and any use of the Services. “Dispute” also includes any claims that arose before these Terms and that may arise after termination of these Terms.

“Invoice” means the outstanding invoices the User generates as part of its typical business activity.

“Master Purchase and Sale Agreement” means any contractual agreement between FundThrough and a User approved for the Services, which sets forth the provisions and conditions of the facility or FundThrough's purchase of a User's Invoices.

“User” means a Business (as defined in Section 6(a)) that has created an Account for use of the Services, and has been approved by FundThrough, as well as the individuals authorized to use the Account or Services on the User's behalf.

“you” or “your” means a Business that is applying or has applied to use the Services or is using the Services, either directly or through an authorized representative or agent.

2. Acceptance of Agreement.

By visiting this Site, and/or applying to use, or using, the Services, you acknowledge that you have read the Terms and that you accept and will be bound by the Terms, which may be modified by FundThrough from time to time pursuant to Section 25. You are entering into a binding legal agreement with FundThrough (but any FundThrough affiliate may enforce these Terms as a third-party beneficiary thereof).

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 a Master Purchase and Sale Agreement, or whether FundThrough posts notices on the Services or communicates with you via email.

FundThrough reserves the right in its sole discretion to revise and update these Terms from time to time. Any and all such modifications and changes are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these Terms. FundThrough will not be liable if, for any reason, all or any part of the Services is restricted to users or unavailable at any time or for any period. 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 Services.

FundThrough's Advance Service is a component of the Services and is subject to these Terms. The provisions and conditions of an 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 and consent 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 and of the Services, receiving an Advance, the servicing of any loan, if funded as a borrower (each, a “Disclosure”), from us. 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 [email protected].

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, whether between you and FundThrough. 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 FundThrough you should consider whether you have the required hardware and software capabilities described in Section 2(h) 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 and Electronic Messages. By providing your phone number, 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 smart phone, 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.” You will need to use a device that provides these capabilities.

Withdrawing Consent. You may withdraw your consent to receive Disclosures electronically by contacting us at the address in Section 2(l) below. However, once you have withdrawn your consent you will not be able to post any Advance or invoice purchase 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 any sums related to an Advance, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified business address provided during registration.

How to Contact Us regarding Electronic Disclosures. You can contact us via email at [email protected] or by calling 866-766-0460.

Canadian residents and all other non-US Residents may also reach us by writing to us at the following address: FundThrough, Inc., 260 Spadina Avenue, Suite 400, Toronto, Ontario, Canada, M5T 2E4.

US residents may also reach us by writing to us at the following address: FundThrough USA Inc., 3730 Kirby Drive, Suite 1200, Houston, Texas, USA, 77098.

3. Account.

In order to use the Services, a Business (as defined in Section 6(a) below) must create an account (“Account”). You may only create an Account if you do so on behalf of a Business. If you create an Account on behalf of a Business, then you represent and warrant that you are over the age of 18 years and have full authority to: (i) bind said Business to these Terms (if it has not already done so); and (ii) use the Services on behalf of the Business that you are registering a Service account for. If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the Services on behalf of the Business. We reserve the right in our sole discretion to refuse to approve the creation of an Account.

If you create an Account for a Business, then the Business will become our User and will be deemed a User for the purposes of these Terms. Please be aware that these Terms are a binding legal agreement between the User named in the Account and FundThrough. You acknowledge and agree that any FundThrough affiliate may enforce these Terms as a third-party beneficiary of the binding legal agreement created herein.

User must not allow anyone other than its authorized employees or agents acting on its behalf (“Authorized Users”) to access and use its Account. User is responsible for identifying and authenticating all Authorized Users acting on its behalf that are using its Account. User acknowledges and agrees: (i) to provide accurate and complete Account and login information when creating an Account; (ii) to keep, and ensure that Authorized Users keep, all Account login details and passwords secure and confidential at all times and will not grant access to or otherwise share your Account with any other person, unless otherwise expressly permitted under these Terms; (iii) that User remains solely responsible and liable for the activity that occurs in connection with User's Account; (iv) that if separate login details are provided for different Authorized Users then the login details for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same login details; (v) to not attempt, in any manner, to obtain the password, account, or other security information from any other User; and (vi) to promptly notify FundThrough in writing if User becomes aware of or reasonably suspects any illegal or unauthorized access or a security breach involving its Account or the Services. If User wishes to delete its Account User may send an email request to FundThrough at [email protected]. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to the Services. You agree to keep your contact information associated with your Account current and accurate at all times.

We reserve the right to disable any Account issued to you at any time at our sole discretion. If we disable access to an Account issued to you, you may be prevented from accessing the Services (or any portion thereof).

We are entitled to act on instructions received through your Account. We are not responsible for any actions taken or transactions made to or from your User Account by any other party using your User Account. You are solely responsible for any and all use of your User Account and all actions and activities that occur under or in connection with the User Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any Users that access the Services under your Account that, if undertaken by you, would be deemed a violation of these Terms.

4. Ownership; Reservation of Rights and License Grants.

FundThrough or its licensors retain all ownership and intellectual property rights in and to: (i) the Services and Website; (ii) anything developed or delivered by or on behalf of FundThrough under these Terms; (iii) all of FundThrough's Confidential Information, including but not limited to, any reports generated from the Services; (iv) any modifications to the foregoing (i), (ii) and (iii). All rights not expressly granted to you by FundThrough under these Terms are reserved.

5. Privacy Policy.

FundThrough's privacy policy (“Privacy Policy”), 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 any 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 the Services, you agree to, and are bound by the terms of the Privacy Policy.

6. Businesses.

While any person can access the Site, the Services is only for use by businesses, companies, corporations, organizations, and partnerships (each a “Business”). The Services may not be used by individuals in their personal capacity or for household or family purposes. You represent and warrant that you will not use the Services for personal, household, or family purposes. An individual may only apply to use, and use, the Services on behalf, and with the authorization, of a Business.

Canada and US-based Business only. The Services are currently only provided for Businesses in the United States and Canada. If your Business is not authorized to operate in the United States or Canada, then you may not create a Services account. By using the Site or Services, you certify that you are a resident of the United States or Canada.

7. Third-Party Software Products.

Connection and Interaction. The Services 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 any terms applicable to 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 10 (Personal Credit and Background Checks) below, for more information about this); and (ii) provide the Services 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 Services 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 8 (User 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 7(a) (Connection and Interaction), 7(b) (Authorization), and 8 (User Data) of these Terms 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 Services.

FundThrough does not warrant or support Third-Party Software Products or other third-party products, offerings, or Services, whether or not they are designated by FundThrough as “certified” or otherwise.

FundThrough cannot guarantee the continued availability of Third-Party Software Product features. User will not be entitled to any refund, credit, or other compensation if the provider of a Third-Party Software Product ceases to make the Third-Party Software Product available for interoperation or otherwise in connection with the Services.

FundThrough is not responsible for any disclosure, modification or deletion of Data resulting from access by such Third-Party Software Product or its provider.

8. 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 Services. We will use Data for the Data Uses. In addition, we may use Data to send messages to recipients of User's Invoices regarding the Services unless otherwise requested by User or the applicable recipient. User hereby provides its express consent for us to collect and use Data for the foregoing purposes, including for the purpose of performing the Data Uses. User retains ownership of its Data.

You retain all ownership and intellectual property rights in and to your Data. You grant to FundThrough, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, sell, store, disclose, transfer, transmit, copy, modify and display your Data to provide the Services, perform Background Checks and improve and enhance the Services and its other offerings. User shall remain solely responsible and liable for 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 FundThrough the license granted herein to such Data; (ii) User's Data is accurate, current and complete; (iii) 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 acknowledges that: (i) the Services do 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 Services; (ii) User is solely responsible for the backup of its Data; and (iii) User will lose access to any Data that User deletes.

9. Confidential Information.

For the purposes of these Terms, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms including information concerning the Discloser's past, present or future suppliers, technology or business, and where the Discloser is a User includes such User's Data; provided that the Discloser's Confidential Information does not include, except with respect to personal information: (i) information already known or independently developed by the Recipient without access to the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third-party who was free to disclose it without confidentiality obligations.

The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement: (i) disclose Confidential Information to any person, except to its own employees and contractors having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as Discloser may approve in writings; or (ii) use Confidential Information of the Discloser. Each party will take industry standard precautions to safeguard the other party's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party's business.

Upon the termination or expiration of these Terms, each party will promptly return to the other party or destroy all Confidential Information (except for Data, which may be retained as set out in these Terms) of the other party in its possession or control within a reasonable amount of time, in accordance with the Recipient's data destruction practices. Notwithstanding the foregoing, FundThrough may retain any electronically archived Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.

10. Personal Credit and Background Checks.

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 the Services or whether FundThrough is willing to approve the purchase of the User's Invoices through an Advance Service (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 for obtaining and maintaining 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 Services; or (ii) able to sell its Invoices to us through an Advance Service.

11. 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. User will be responsible for and will pay all applicable taxes. 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.

12. 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 for any reason or no reason at all.

13. 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 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; c) provide inaccurate, false or misleading personal information; d) sub-license, sell, rent, lend, lease or distribute the Site or Services or any intellectual property rights therein, or otherwise make the Site or Services available to others other than Users; e) use or access the Site or Services: (i) in violation of any applicable law; (ii) in a manner that threatens the security or functionality of the Site or Services; or (iii) for any purpose or in any manner not expressly permitted in this Agreement; f) use the Site or Services to create, collect, transmit, store, use or process any Data: (i) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) that you do not have the lawful right to create, collect, transmit, store, use or process; or (iii) that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third-party (including any moral right, privacy right or right of publicity); g) modify the Site or Services; h) reverse engineer, decompile, disassemble the Site or Services; i) remove or obscure any proprietary notices or labels on the Site or Services, including brand, copyright, trademark and patent or patent pending notices; j) access or use the Site or Services for the purpose of building a similar or competitive product or Services; k) perform any vulnerability, penetration or similar testing of the Site or Services; l) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; m) harvest or otherwise collect information about other Users; n) attempt to probe, scan, or test the vulnerability of the Site or Services, or any associated system or network, or breach security or authentication measures without proper authorization; o) interfere or attempt to interfere with the use of the Site or Services by any other User, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; p) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Site for any use, including without limitation use on third-party websites; q) access content or data not intended for Users, or log onto a server or account that you are not authorized to access; and r) use the Services for any purpose or in any manner not expressly permitted in this Agreement. FundThrough will cooperate with the legal authorities and internet Services providers in providing information about 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.

14. 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 FundThrough, its users or the public.

15. Warranty Disclaimers.

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT, UNLESS OTHERWISE EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN THESE TERMS OR AS OTHERWISE REQUIRED BY LAW. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD-PARTY COMMUNICATIONS AND ANY THIRD-PARTY SERVICES DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES. DESCRIPTIONS OF OR REFERENCES TO PRODUCTS, SERVICES, OR PUBLICATIONS WITHIN THE SERVICES DO NOT IMPLY FUNDTHROUGH'S ENDORSEMENT OF SUCH PRODUCTS, SERVICES, OR PUBLICATIONS.

IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION TO THE SERVICES OR OUR PROVISION THEREOF FOR WHATEVER REASON, EVEN IF WE HAVE BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF THE SERVICES OR PROVISION THEREOF, WE WILL NOT BE REQUIRED TO ISSUE ANY COMPENSATION TO YOU. AS SOON AS WE HAVE IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, WE WILL USE REASONABLE EFFORTS TO PROVIDE ACCESS TO THE SERVICES AS SOON AS REASONABLY POSSIBLE.

IN NO EVENT WILL FUNDTHROUGH OR ANY PERSON OR ENTITY INVOLVED IN CREATING OR PRODUCING THE SERVICES BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA OR LOSS OF USE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF FUNDTHROUGH IS ADVISED OR MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. BY USING THE SERVICES, YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SERVICES.

16. Limitation of Liability.

You and FundThrough acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FUNDTHROUGH IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED ($100) DOLLARS. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL FUNDTHROUGH'S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL FUNDTHROUGH BE LIABLE TO YOU OR ANY AUTHORIZED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

17. Indemnity.

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 losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) arising from: (i) your use of the Services; (ii) your violation of these Terms; (iii) FundThrough's use of the Data in accordance with these Terms; and (iv) your transmission of Data to FundThrough.

18. Term and Termination.

FundThrough may terminate these Terms for any reason or no reason at all, by giving you at least thirty (30) days prior written notice of such termination. Upon any such termination, FundThrough shall cease providing the Services and you shall pay any outstanding fees and charges for the Services provided up to the effective date of termination. FundThrough shall have no liability or obligation to you or any third-party for any damages, costs, expenses, or losses arising from or relating to such termination, except as expressly provided in these Terms.

FundThrough may immediately terminate your right to use the Services or these Terms: (1) if FundThrough believes that you or any User has violated this Agreement; (2) if FundThrough ceases to offer the Services; or (3) as required by applicable laws.

Upon termination of your right to use the Services you will no longer be able to access any data or information you had previously created, managed, maintained, or stored with FundThrough.

19. Assignment.

You may not assign these Terms to any third-party without FundThrough's prior written consent. Any purported assignment or delegation in violation of this Section will be null and void. Fundthrough may assign these Terms or any rights under this Agreement to any third-party without your consent. These Terms enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns.

20. Communications.

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 a Master Purchase and Sale Agreement, or whether FundThrough posts notices on the Website or through 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 [email protected].

21. Disclosures.

For Canadian Residents and all other non-US Residents: FundThrough is located at 260 Spadina Avenue, Suite 400, 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 may be found at: http://en.wikipedia.org/wiki/List_of_Content_Control_Software.

For US Residents: FundThrough is located at 730 Kirby Drive, Suite 1200, Houston, Texas, USA, 77098. 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 may be found at: http://en.wikipedia.org/wiki/List_of_Content_Control_Software.

22. Governing Law and Dispute Resolution.

For Canadian Residents and all other non-US Residents: The Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without regard to conflict of law principles, and you hereby consent and submit to the jurisdiction of the courts of the Province of Ontario 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 court of the Province of Ontario, 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 FundThrough with respect to the Website and Services and supersede all previous written or oral agreements between you and FundThrough with respect to 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.

For US Residents: The Terms will be governed by and construed in accordance with the laws of the State of Texas and the laws of the United States applicable therein without regard to conflict of law principles, and you hereby consent and submit to the jurisdiction of the courts of the State 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 court of the State of Texas, 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 FundThrough with respect to the Website and Services and supersede all previous written or oral agreements between you and FundThrough with respect to 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.

23. Improperly Filed Claims.

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.

24. 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.

25. Right to Amend.

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 Services with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our Site any other website maintained or owned by us for the purposes of providing the Services. 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 these Terms, you must stop using the Site and Services. Any use of the Services 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.

26. 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.

27. Survival.

The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 4 (Ownership; Reservation of Rights), Section 9 (Confidential Information), Section 11 (Fees and Payment), Section 15 (Warranty and Disclaimer), Section 16 (Limitation of Liabilities), Section 17 (Indemnities), Section 27 (Survival), and Section 29 (General Provisions).

28. Force Majeure.

Neither party will be liable for delays caused by any event or circumstances beyond that party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party's employees), Internet service failures or delays, or the unavailability or modification by third-parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse you from your failure to pay fees or from your indemnity obligations under this Agreement. This Section does not apply to any of your obligations related to fees, indemnities, and confidentiality.

29. General.

These Terms, along with the Privacy Policy, and any applicable Master Purchase and Sale Agreement constitute the entire agreement between you and FundThrough regarding the use of the Website and Services. If any provision of these Terms is found to be invalid or unenforceable, the remainder of these Terms 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 provision 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 FundThrough to exercise or enforce any of its rights under these Terms or under an agreement between you and FundThrough 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. Your relationship to FundThrough is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third-party that it has, any authority to act on behalf of the other party.

For US Residents: Disclosure: Loans made or arranged pursuant to a California Finance Lenders Law license.