Terms of Use - Borrower


1.  ALBERTA LENDR– TERMS OF USE

Please read these terms of use ("Agreement" or "Terms of Use") carefully before using the services offered by Alberta Treasury Branches, operating as ATB Financial, on www.atblendr.ca ("Alberta LendR" or the “Site”). This Agreement sets forth the legally binding terms and conditions for your use of Alberta LendR and the service owned and operated by ATB Financial and its service providers (collectively with the Site, the "Service"). This Agreement does not constitute an agreement by ATB Financial or any lender to lend money to you (a “LendR Loan”) and the terms of any LendR Loan will be set out in a loan agreement among you, ATB Financial and all other lenders (the “Lenders”). By using the Site or Service in any manner, including but not limited to visiting, browsing or funding on the Site, you agree to be bound by this Agreement. This Agreement applies to all users of the Site or Service, including users who are also contributors of content, information, and other materials or Services on the Site.

The Service and the Site are provided under an exemption order (the “Order”) from the Alberta Securities Commission dated September 1, 2015 and available at www.albertasecurities.com. The Order cannot be relied on unless all information provided to Lenders, including your Lending Profile (as defined below), is fair and balanced and not misleading or untrue in a material respect at the time and in light of the circumstances in which it is provided. Capitalized terms not defined herein have the meanings given to those terms in the Order.

ATB Financial may from time to time give any credit or other information about you or receive such information from any credit reporting agency, rating agency or credit bureau. You agree that ATB Financial may use that information to establish and maintain your relationship with ATB Financial and to offer any services as permitted by law.


2. ACCEPTANCE OF TERMS

The Service is offered subject to acceptance without modification of all of the terms of this Agreement, including the Privacy Policy and any document incorporated by reference. Policies published on Alberta LendR from time to time or additional terms are incorporated by reference. Such policies and terms may be updated from time to time by service providers, or by ATB Financial in accordance with Section 2 below.

You represent and warrant that: (i) if an individual, you are of legal age to form a binding contract, (ii) you reside in Alberta, (iii) all registration information you submit is accurate and complete, and (iv) you are neither a reporting issuer nor an investment fund. ATB Financial may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.

You also represent and warrant that the Borrower, any Principal, or any other issuer of which a Principal is or was at the relevant time a Director, Officer or partner (other than a limited partner): (i) is or has been the subject of an order (cease-trade order or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction related to any type of business, securities, insurance or banking activity; and  (b) has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any legal proceedings or arrangement or compromise under bankruptcy or insolvency legislation, or had a receiver, receiver manager or trustee appointed to hold assets.


3. MODIFICATION OF TERMS OF USE

ATB Financial reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend or discontinue any portion of the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. ATB Financial may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.


4. ACCEPTABLE USE

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or prohibited by law. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any Lending Profile, information, financial information, data, text, photographs, software, graphics, and interactive features generated, provided, or otherwise made accessible on Alberta LendR by ATB Financial or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) upload, download, post, submit, provide or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any Lending Profile, that:

  1. Infringes any patent, trade-mark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  2. You know is false, misleading, untruthful or inaccurate;
  3. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasion of another's privacy, tortuous, obscene, offensive, or profane;
  4. Constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
  5. Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Alberta LendR or any third party;
  6. Impersonates any person or entity, including any employee or representative of Alberta LendR; or
  7. Would thereby render all or any part of any contributions made hereunder non-receiptable by a registered business under applicable law; nor shall you take any other action that causes any of the foregoing.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by ATB Financial in its sole discretion) an unreasonable or disproportionately large load on the Alberta LendR (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Alberta LendR may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Mail list, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, provincial, federal and international laws and regulations.


5. REGISTRATION

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register for an Alberta LendR account with ATB Financial on Alberta LendR and select a password and screen name ("User ID"). You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Alberta LendR account.

You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. ATB Financial reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Alberta LendR password. You shall never use another user’s account without such other user’s express permission. You will immediately notify ATB Financial in writing of any unauthorized use of your account, or other account related security breach of which you are aware.


6. CONDITIONS TO FUNDING

A description (a “Lending Profile”) of your business, business plans, the requested LendR Loan sought, and other information required to be provided by the Alberta Securities Commission will initially be available on the Site on a private, invitation-only basis. Your Lending Profile will be made public on the Site upon deposit with the Platform of 10% of the amount of your requested LendR Loan (the “Initial Network Funds”). Upon achievement of the Initial Network Funds, your Lending Profile will be available to Service users for [xx] days (the “Crowd Distribution Period”). If Lenders commit to contributing 40% of the total amount of your requested LendR Loan (the “Crowd Investment”) on the terms set out in the Lending Profile, and if all other conditions precedent are completed to the satisfaction of ATB Financial, a loan agreement for the LendR Loan may be entered into among you, the Lenders and ATB Financial.


7. FEES AND PAYMENTS

Joining Alberta LendR is free. However, there are fees charged for certain services. Please see the Fees section on the Site for details on applicable fees. Fees may change from time to time, so please check the Site regularly. ATB Financial may choose to temporarily change the fees for the Services for promotional events or new services, and such changes are effective when ATB Financial posts the temporary promotional event or new service on the Site.


8. THIRD PARTY SITE

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under ATB Financial's control, and you acknowledge that ATB Financial is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by ATB Financial or any association with its operators. You further acknowledge and agree that ATB Financial shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.


9. CONTENT AND LICENSE

You agree that the Service contains Content specifically provided by ATB Financial or its partners and that such Content may be protected by copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws in Canada and elsewhere. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.


10. INTELLECTUAL PROPERTY RIGHTS

The Service provides Borrowers with the ability to upload Content to the Site. If you are a Borrower, you represent and warrant that you have all necessary rights and licenses to submit and upload such Content (including without limitation that contained in your Lending Profile) to the Site, and to make it available in connection with the Service. ATB Financial will not have any ownership rights in Content submitted by you. However, ATB Financial and its service providers need the following license to perform the Service. You hereby grant to ATB Financial and its service providers the worldwide, non-exclusive, royalty-free right to publish and host for any reason whatsoever the Content that you submit in connection with the Service.

ATB Financial does not endorse any Content. ATB Financial cannot guarantee the authenticity of any data that users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting there from.

ATB Financial does not guarantee that any Content will be made available on the Site or through the Service. ATB Financial has no obligation to monitor the Site, Service or Content. However, ATB Financial reserves the right to remove, edit or modify any Content in its sole discretion, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if ATB Financial is concerned that you may have violated the Terms of Use).


11. TERMINATION

ATB Financial may terminate the Service, or your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.


12. WARRANTY DISCLAIMER

ATB Financial has no special relationship (including any agency relationship) with or fiduciary duty to you other than as set out in respect of a particular Loan. You acknowledge that ATB Financial has no control over, and no duty to take any action regarding: which users gain access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release ATB Financial from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate.

ATB Financial makes no representations concerning any Content contained in or accessed through the Site, and ATB Financial will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

The service is provided "as is" and "as available" and is without warranty or condition of any kind, express or implied, including, but not limited to, the implied warranties or conditions of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties or conditions implied by any course of performance or usage of trade, all of which are expressly disclaimed. ATB Financial, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.

ATB Financial will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on ATB Financial’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.


13. INDEMNIFICATION

You shall defend, indemnify, and hold harmless ATB Financial, its affiliates and service providers and each of its affiliates and its service providers respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. ATB Financial reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with ATB Financial in asserting any available defenses.


14. LIMITATION OF LIABILITY

In no event shall ATB Financial or Alberta LendR, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) the fees paid by you to ATB Financial.


15. INTERNATIONAL

Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.


16. ELECTRONIC DELIVERY/NOTICE POLICY AND YOUR CONSENT

By using the Services, you consent to receive from ATB Financial all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, “Contract Notices”) electronically. ATB Financial may provide such electronic Contract Notices by posting them on the Alberta LendR Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Site and Services.


17. GOVERNING LAW

These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the Province of Alberta, without giving effect to any principles of conflicts of law. You agree that Alberta LendR (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over Alberta LendR or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the Province of Alberta, Canada.

You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the provincial or federal courts located in Edmonton, Alberta and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.


18. INTEGRATION AND SEVERABILITY

The Terms of Use are the entire agreement between you and ATB Financial with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and ATB Financial with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.


19. MISCELLANEOUS

The Terms of Use are personal to you, and are not assignable or transferable by you. ATB Financial may assign, transfer or delegate any of its rights and obligations hereunder without your consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices to ATB Financial under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service to the address indicated below: 

ATB LendR
Attn: Director of Innovation
c/o ATB Financial
3699 63 Ave NE
Calgary, Alberta T3J 0G7
Email: info@ATBLendR.ca