Hello and welcome to Loop. When using Loop, you may have the opportunity to use various services and the means of accessing the Services are outlined in detail within this Agreement.This Agreement is made between Company and Loop and governs, together with Supplementary Agreements as applicable, the use of the Services and the Platform by Company. Submitting an Application to open an Account, opening or maintaining an Account or using the Services shall be deemed Company’s agreement to this Agreement, including the applicable terms and conditions contained on the Website and the Loop Privacy Policy (https://www.getloop.ca/legal), and to receive all Notices and communications from Loop electronically. We may amend or replace this Agreement by posting an updated version to our legal page (https://www.getloop.ca/legal). Please read this Agreement and the Loop Privacy Policy carefully before browsing or using the Website or applying to open an Account. By using this Website, you unconditionally agree to follow and be bound by this Platform Agreement and the Loop Privacy Policy. Where you are acting on behalf of any other party, you hereby confirm that you have the authority to bind, and you hereby bind such other party to the Agreement and the Loop Privacy Policy. All references to “you” and “your” herein include references to each and every party that you are acting on behalf of, except where the context otherwise requires. This Agreement addresses important legal issues that impact Company’s rights and obligations, including, among other things, limitations of liability of Loop to Company arising out of the use of the Services, the Platform and the Website.

IF YOU DO NOT ACCEPT THESE TERMS AND THE PRIVACY POLICY, YOU SHOULD NOT USE THIS WEBSITE.

In the event of any conflict between any Supplementary Agreement and this Agreement, the Supplementary Agreement will govern.

1. Definitions. Capitalized terms used in this Agreement have the meanings provided below.
   

1. Account means the electronic, online account established for Company to establish and authorize Users, select Payment Methods for Users, receive Notices, review Periodic Statements, track and review expenses, and manage the provision of the Services.
   

2. Administrator means the individual person(s) authorized by Company to enter into this Agreement on the Company’s behalf, to manage the Account, and to establish Users.
   

3. Agreement means this Platform Agreement entered into between Loop and Company as it may be amended from time to time.
   

4. Application means the documents and materials, including background and reference materials, if any, submitted by Company in order to obtain the Services through Loop.
   

5. Bill Payment Service means a payment service which allows Users to, among other things, set up automatic payment to third parties on a one-time or recurring basis without the use of a Card, Cheque, or EFT transaction.
   

6. Borrower means a Company that has entered into a Credit Facility where funds drawn under such Credit Facility may be used to transact using any Payment Method.
   

7. Card means the MasterCard-branded physical or virtual payment card, code, or device issued by an Issuer to Users for payments.
   

8. Card Networks means payment card networks, including Visa, MasterCard, Discover and American Express payment card networks.
   

9. Charge means a payment for commercial-use goods or services made to a merchant that accepts payments via a Payment Method and which is posted to the Account.
   

10. Chargeback means a disputed Charge administered pursuant to the applicable Card Network rules and regulations, that is initiated against a merchant for an unresolved dispute with the merchant or where a Card transaction is unauthorized.
11. Cheque means a draft payable on demand and drawn on a financial institution.
    

12. Company, you, or your means the business entity, organization, association, group, or other commercial enterprise identified below and entering into this Agreement for purposes of opening an Account and receiving the Services.
    

13. Company Data means information and documentation provided by Company to Loop, and which includes, but is not limited to, Financial Data and any Personal Data provided by Company, Administrators, and Users.
    

14. Contents means the content of the Website which includes, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith and, unless the context clearly requires otherwise, or it is explicitly stated in writing, the website includes all the Contents.
    

15. Credit Facility means one or more financing arrangements that are entered into by the Company with Loop which may be evidenced by a loan agreement or the Loop Card-based Credit Facility Terms and Conditions.
    

16. De-Identified Data means data derived from Company Data that has been anonymized or aggregated with other data such that it can no longer be used to identify a specific entity or individual.
    

17. Dispute means any dispute, claim, or controversy arising from or relating to this Agreement or any Supplementary Agreement.
    

18. EFT means a payment or funds transfer that is facilitated by an electronic funds transfer between depository institutions and is used as a means of clearing and settling payments.
    

19. Fees means charges Loop imposes on Company for use of Services or an Account.
    

20. Financial Data means financial information regarding Company, including but not limited to revenue, balances, transactions, and account information accessible to Loop through Linked Accounts or Third-Party Services.
    

21. Fines means all fines, fees, penalties, or other charges imposed by an Issuer, Card Network or regulatory authority arising from Company’s breach of this Agreement (including the Payment Method Terms) or other agreements Company has with Loop or an Issuer.
    

22. Issuer means the bank or other entity we may select from time to time in our sole discretion that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards and providing Payment Methods.
    

23. Loop, we, or us, means, as applicable, Loop Financial Inc., its subsidiaries and affiliated companies, including, without limitation, Loop Funding Inc. and Loop Fund I LP, as may exist from time to time.
    

24. Loop Property means the Services and related technology; Loop Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.
    

25. Linked Account means any account maintained by Company with a financial institution or a Third Party Service Provider that provides financial institution data and is linked to the Account.
    

26. Notice means any physical or electronic communication or legal notices related to this Agreement or the Supplementary Agreements that are provided to Company, Users, or Administrators through text or SMS, email, the Account, or by other means.
    

27. Payment Method means any Card, EFT, Bill Payment Service, or other payment type supported by Loop or Third Party Service Providers and authorized by Company for use by its Users.
    

28. Payment Method Terms means those terms and conditions established by Loop for the use of the Payment Methods.
    

29. Return means a credit or debit entry initiated by a financial institution or EFT operator to reverse a previously originated debit or credit entry, respectively, as a result of the use of a Payment Method which cannot or should not be processed.
    

30. Reversal means a credit or debit entry made by Loop or a Third Party Service Provider that reverses an erroneous debit or credit entry made by the use of a Payment Method.
    

31. Periodic Statement means the statements identifying Charges, Fees, Fines, Chargebacks, Returns, Reversals, refunds, or other amounts owed or credited to the Account during each billing cycle.
    

32. Personal Data means data that identifies or could reasonably be used to identify a natural person.
    

33. Prohibited Activities List means the list of prohibited business types and activities posted on the Website as updated from time to time that may render Company ineligible to have an Account.
    

34. Services means the financial products, technology, expense management, cash management, payment services, integrations with Third-Party Services, and all other services provided by Loop through the Account.
    

35. Supplementary Agreements means any additional agreements, including the Loop Access Card Agreement, the Loop Card-based Credit Facility Terms and Conditions, the PAD Agreement, the Security Agreement, the Guarantee(s) and the Loop Reward Terms and Conditions, which govern the use and provision of the Services by Loop to the Company.
    

36. Third-Party Services means services and data provided by third parties in connection with or related to Services. Third-Party Services include, but are not limited to, accounting or expense management platforms, payment processors and e-commerce platforms, and applications used to monitor Linked Accounts.
    

37. Third-Party Service Provider means an affiliate or other third party that assists Loop in providing the Services to Company, that supports Loop internal operations, or that provides other services related or connected to, or provided through the Services, an Account, or Payment Method.
    

38. User means Company and any Company employee, contractor, agent, representative or other individual authorized to use the Account, Services or Payment Methods by the Administrator on the Company’s behalf (each an "Agent") or is provided the means or is permitted to use the Account, any of the Services or any Payment Method through the act, omission or negligence of any Agent.
    

39. Website means www.getloop.ca and its contents which includes, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith. 
    

2. Loop Services
   

1. Services.
   

1. To access the Services, Company must first apply for an Account. If the Application is approved, an Account will be established for Company.
   

2. The Services allow Company to: (a) assign Payment Methods to Users associated with the Account; (b) manage Payment Methods; (c) review expenses and related reports; (d) access, use, and connect Third-Party Services through the Account or otherwise; and (e) other functionality or Services Loop may add to the Account or offer from time to time.
   

3. Loop may change the Services, provide new Services, modify or no longer offer Services without Notice at any time.
   

4. The Account and Services, including Payment Methods, shall only be used for business or commercial purposes. In no event may the Services be used for personal, family, or household purposes and doing so may result in immediate termination of this Agreement.
   

2. Applying for an Account.
   

1. To apply for an Account, Company shall provide the requested Company Data and Personal Data and request to be connected to at least one Third Party Service or one Linked Account. The information requested on the Application will include, but not limited to,

1. Company Data, such as operational information, registered business name, business address, ownership details, the nature of the business, and details from Linked Accounts and other business information; and
2. Personal Data, such as the name, contact information, and date of birth of Users, directors or beneficial owners.
   

2. You hereby represent and warrant to Loop that the information and documents provided in support of an Application and to obtain a Credit Facility and any and all additional information and/or documents submitted to or received by Loop are true, complete and accurate in all respects, at the time submitted and at all times while the Company continues have a Loop Account or an outstanding Credit Facility.
   

3. Loop may provide Company Data and Personal Data obtained from the Application, the Account, or through Company’s use of the Services, to Issuer and Third-Party Service Providers to determine eligibility for the Services and access to Payment Methods.
   

4. By applying for an Account, you irrevocably represent that you have the authority to authorize Loop to request and receive from Equifax Canada Inc. and/or Trans Union of Canada, Inc., (each a “Credit Agency”) for any reason whatsoever and at any time, any personal, financial or other information relating to you, the Company's directors and beneficial owners (collectively “Information”) and any employee or representative of Loop is hereby authorized to request and receive Information on Loop’s behalf. You understand that the Information will be disclosed to Loop for the purposes of reviewing your application for an Account.
   

5. Loop may approve or deny Company’s Application or grant Company provisional access to the Services or the Account while the Application is pending additional review. Loop relies on the accuracy of Company Data and Personal Data when opening and maintaining the Account.
   

6. In the event any information and/or document provided is deemed deficient for any reason, Loop may, but is not obliged to, invite you to address the deficiencies. If any of the information and documents requested by Loop is not provided in satisfactory form in a timely manner in Loop's sole and unfettered discretion, the Application will be rejected.
   

7. Loop may deny your Application, interrupt provision of the Services, or   suspend or close the Account for any reason, including where Company Data or Personal Data is incomplete, inaccurate, or out of date. Company agrees to keep Company Data and each User’s Personal Data current, complete, and accurate in the Account at all times.
   

8. If you have not reached the age of majority in your province or territory of residence, you must refrain from applying for an Account or using the Website. You are solely responsible for ensuring that you are legally accessing the Website, and that the Contents available therein or thereby are legal in every jurisdiction where you access or view the Website or the Contents, as well as in any intermediary jurisdiction by which you do so.
   

9. Fees for the Services, if any, will be charged to the Company through the Account. Loop may change Fees upon thirty (30) days' notice to Company.
   

3. Applying to become a Borrower
   

1. To become and remain a Borrower, you must first open an Account. Entities that wish to become Borrowers must have a lawful purpose and be seeking funds only in furtherance of their commercial activities.
   

2. In order to apply to become a Borrower, the Borrower must be a business and:
   

• Have a deposit account at a regulated Canadian financial institution;
• Have a registered Shopify, Stripe, WooCommerce or Amazon account (or other account as may be approved by Loop) generating at least C$1,000 in sales in the last three months;
• Have a principal place of business in one of the provinces or territories of Canada;
• (For corporations) at least 50% of its directors are Canadian residents; and
• (For corporations) all its directors are at least the age of majority.
  

Please note that a prospective Borrower must meet such other criteria and provide all information and documentation that may be required by Loop and satisfaction of any or all of Loop’s criteria does not guarantee approval as a Borrower and/or that any request for a Credit Facility will be approved. While Loop generally applies standard internal guidelines and policies in assessing Borrower applications, it retains absolute discretion to accept or reject any application as it sees fit.

3. YOU REPRESENT AND WARRANT THAT NO SUCH INFORMATION OR DOCUMENT, INCLUDING ANY INFORMATION WITH RESPECT TO THE DESCRIPTION OF THE COMPANY’S BUSINESS, PRODUCT TYPE, USE OF FUNDS AND INDUSTRY, CONTAINS ERRORS, MISLEADING INFORMATION, OMISSIONS OR MISREPRESENTATIONS THAT WOULD BE REASONABLY MATERIAL TO LOOP’S DECISION TO EXTEND A CREDIT FACILITY TO YOU.
   

4. In the event of a change in any information or document provided to Loop, you agree to immediately notify Loop of such change and provide Loop with current or correct information or documents, as the case may be.
   

5. At any time during Loop's consideration of your application for a Credit Facility, Loop may provide quotes or estimates that are intended for general informational purposes only, and are not legally binding on any party and are expressly subject to the execution of applicable Supplementary Agreements. 
   

6. Nothing on the Website should be construed as an offer or commitment on the part of Loop to provide a Credit Facility to the Company. Each of the parties acknowledges that no party hereto shall be bound to Credit Facility unless and until applicable Supplementary Agreements are entered into by Loop and Company and then only upon the terms and conditions set forth in such Supplementary Agreements.
   

7. Information and documentation submitted to Loop in order to obtain a Credit Facility may be included in a disclosure document made available to third-parties for the purposes of purchasing an interest in loans made by Loop or providing financing to Loop.  You acknowledge that the Loop may and will make information provided by you available to other parties as described in the Privacy Policy. Please refer to the Privacy Policy for a list of the information that may be made available. IF YOU DO NOT AGREE WITH THE PRIVACY POLICY, DO NOT SUBMIT AN APPLICATION TO BECOME A BORROWER.
   

8. BY APPLYING FOR A CREDIT FACILITY YOU REPRESENT AND WARRANT THAT YOU HAVE DISCLOSED TO LOOP ALL CIRCUMSTANCES THAT YOU ARE AWARE OF AND WHICH COULD OR MIGHT RESULT IN A MATERIAL ADVERSE CHANGE IN RESPECT OF THE BUSINESS, ASSETS OR FINANCIAL AFFAIRS OF COMPANY AND ITS PRINCIPALS OR GUARANTORS, INCLUDING WITHOUT LIMITATION ANY CLAIMS, UNDISCLOSED LIABILITIES, LITIGATION, ARBITRATION, COURT PROCEEDINGS OR INVESTIGATIONS, INCLUDING ANY INVESTIGATION BY ANY GOVERNMENTAL ENTITY, AGENCY OR OTHER SIMILAR ENTITY, WHICH ARE CURRENT, THREATENED, PENDING OR OTHERWISE REASONABLY LIKELY TO OCCUR BY ANY THIRD PARTY. YOU AGREE THAT YOU WILL PROMPTLY NOTIFY LOOP UPON YOU BECOMING AWARE OF OR SUSPECTING THAT ONE OF THE AFOREMENTIONED EVENTS HAS OCCURRED OR MAY OCCUR AND WILL PROVIDE LOOP WITH ANY INFORMATION OR DOCUMENTS AS IT MAY REASONABLY REQUIRE FROM TIME TO TIME.
   

9. You acknowledge being aware of intellectual property laws and having taken the necessary measures to protect the information you share with Loop. Loop will not be held responsible for any loss or damage incurred by you in respect of any loss of intellectual property as a result of any disclosure of information by you to Loop. You hereby waive all rights of claim, action or demand against Loop.
   

10. Typically, applications for Credit Facilities will be acknowledged the next business day and decided upon within two business days of receipt of all requested information and documentation. However, it may take up to two weeks or longer to render a decision due to various factors which include, but are not limited to, information and document deficiencies, delays in identity verification and/or receipt of credit reports.
    

11. Loop will inform you if your application has been accepted or rejected, and in the latter case may provide the reasons for such rejection. If Loop’s decision to reject your application for a Credit Facility appears to be based on incorrect Information or documentation, you may contact Loop to submit the correct Information and/or document, where applicable. If incorrect Information was provided by a Credit Agency, you will be asked to contact the Credit Agency to have the Information corrected. Upon the receipt of correct Information or documentation, your application for a Credit Facility may be reconsidered.
    

12. If your Application is accepted, you will be provided with a summary of the terms of our Credit Facility offer (“Loan Terms”), together with the Supplementary Agreements pertaining to the offer of a Credit Facility which are collectively referred to as the “Loan Documents”. In the event of any conflict between the Loan Documents and the Loan Terms, the Loan Documents will govern. 
    

13. You represent and warrant that there has been no undue influence brought to bear on any Guarantor to execute a Guarantee.
    

4. Linked Accounts and Third-Party Services.
   

1. Loop will use Financial Data from Linked Accounts or Third Party Services to verify account information, to provide Services to Company and to evaluate Company’s applications for Credit Facilities...
   

2. Company must maintain at least one Linked Account or Third Party Service at all times in order to continue to use the Services.
   

3. Company agrees that Loop may directly debit any Linked Account for the payment of outstanding balances on Periodic Statements.
   

4. In order for Loop to access information about Linked Accounts, you may be required to agree to additional terms which will apply in addition to these terms (see https://getloop.ca/legal/flinks-end-user-agreement)
   

5. Managing the Account.
   

1. Company shall have and maintain at least one Administrator to manage the Account. The Administrator shall initially be the individual submitting the Application on behalf of Company. Administrators can add, remove, or manage additional Administrators and Users; request and manage Payment Methods; set or change spending limits; view transactions; run reports and download statements; provide or update Company Data; connect Linked Accounts, connect Third-Party Services; and perform other tasks on Company’s behalf.
   

2. Company shall be solely responsible for any actions of, or failure to act by, Administrators, Users, and any other person using credentials issued to Users or Administrators to access Company’s Account and/or obtain Services. Loop is under no obligation to verify the actual identity or authority of any party using the credentials to access or use Company’s Account. Loop assumes no responsibility or liability, and cannot be held liable, for any damages arising from or related to Administrators, Users, and any other person’s failure to keep credentials confidential and secure.
   

6. Security and Monitoring the Account.
   

1. Company will keep Account information, Payment Methods and Card securing features (including the CVV and PIN) secure and only provide access to individuals that Company has authorized to use the Account or Payment Methods on Company’s behalf.
   

2. Company understands that it is its responsibility to monitor all activities in order to identify and report any suspicious or unauthorized activities on the Account.
   

3. Company will immediately disable User access to the Services where it knows or believes an Account or Payment Method has been compromised or stolen or may be misused. Company will promptly notify Loop of any loss, theft or unauthorized access or use involving the Services.
   

4. Company understands that it is liable for the unauthorized use of the Accounts to the fullest extent permitted by law and regulation. Loop may, but is not obligated to, help Company resolve unauthorized transactions using the Account or a Payment Method, but Company is ultimately responsible for any liability or financial loss caused by Administrators, Users, or other persons Company authorizes to access the Services, the Account, or Payment Method.
   

5. Loop may, but is not obliged to, suspend  access to the Account or Payment Method if Loop believes the Account or Payment Method has been compromised or that not doing so may pose a risk to Loop, Company, Issuer, or any third parties.
   

7. Ongoing Access to Information
   

1. Loop may at any time request additional information and documents regarding you and other individuals or entities associated with Company.
   

2. By maintaining an Account, you irrevocably represent that you have the authority to authorize Loop to request and receive from Equifax Canada Inc. and/or Trans Union of Canada, Inc., (each a “Credit Agency”) for any reason whatsoever and at any time, any personal, financial or other information relating to you, the Company's directors and beneficial owners (collectively “Information”) and any employee or representative of Loop is hereby authorized to request and receive Information on Loop’s behalf. You understand that the Information will be disclosed to Loop for the purposes of reviewing your Account. Furthermore, you understand that Loop may continue to request and receive your Information from a Credit Agency on an ongoing basis after you have opened an Account.
   

8. Requirements and Prohibited Activities.
   

1. Loop will not approve and may close Accounts that we know or believe to be engaged in any of the prohibited activities identified in the Prohibited Activities List. Loop may update this list at any time and without Notice to Company. Company agrees to review the Prohibited Activities List frequently and contact Loop with any questions regarding whether Company’s business engages in any prohibited business activities.
2. Where Company is engaged in certain activities, Loop may require Company to provide additional information to open or maintain the Account.
3. Loop may suspend or terminate access to the Account or any Payment Method if Loop believes, in its sole discretion, that this Section was violated or if required by an Issuer or by applicable law or regulation. Company agrees to pay all Fines imposed on Loop by Issuer, Card Networks, regulators, or government agencies for Company’s violation of this Agreement, including this Section.
   

9. Identification as Customer. 
   

1. We may publicly identify Company as a Loop client on the Website or in communications during the term of this Agreement. Loop will not express or imply any false endorsement or partnerships. Company grants Loop a limited license to   use Company trademarks or service marks for this purpose. 
   

2. If you wish to cancel Loop's right to identify Company as a client, you must send an email to legal@getloop.ca stating that you do not wish to be used in such manner.
   

10. Ownership and License.
    

1. Loop owns all Loop Property. Company, Administrators, and Users may use Loop Property only as and for the purposes provided in this Agreement. Company may not modify, reverse engineer, create derivative works from, or disassemble Loop Property; or register, attempt to register, or claim ownership in Loop Property or portions of Loop Property.
   

2. Loop grants Company a nonexclusive and nontransferable license to use Loop Property as provided through the Services and as permitted by this Agreement. This license terminates upon termination of this Agreement unless terminated earlier by us.
   

11. Data.

1. Card Networks, Loop, Issuer, and Third-Party Service Providers collect Company Data through Company’s use of the Payment Methods, the Services, and Third-Party Services. The Company Data may be used (a) to provide Services to Company and Users; (b) for underwriting, identity verification, internal reporting and analysis, and fraud prevention; (c) as needed in dispute resolution; and (d) for development of products and services, including data products.
   

2. Loop provides Company Data to Issuers, Card Networks, Third-Party Service Providers, and other third parties: (a) to provide the Services to Company, or as required by law, regulation, or Card Network rules; (b) for internal analytics and reporting; (c) to obtain additional information about Company; and (d) report Company performance to credit reporting agencies and credit rating agencies, where appropriate.
   

3. Loop may include De-Identified Data in both public and private reports. 
   

4. Loop will not share any Company Data with third parties for marketing unaffiliated products without Company’s consent but may use Company Data to identify Services, Third-Party Services, or programs that we believe may be of interest to Company, including as part of a rewards or benefits program. Where Company Data is shared with third parties, Loop will implement controls to reduce the risk of loss or accidental disclosure.
   

12. Rewards.
    

1. Loop may determine when, how, and under what conditions Company or Users may qualify for or earn rewards. Certain Payment Methods may not be eligible for rewards. Rewards offered will be subject to applicable agreement.
   

3. Payment Methods
   

1. Payment Method Terms.
   

1. Payment Methods are issued by the Issuer identified on the back of physical Cards issued to Company or a User, in the Payment Method Terms, and relevant program materials provided to Company or User. This Agreement, the Payment Method Terms together with any Supplementary Agreements, as applicable, govern Company’s or User’s use of the Payment Methods.
   

2. Company and Users may only use the Payment Methods if Company, Administrators, and Users consent to the Payment Method Terms and this Agreement.
   

3. In some cases, use of a particular Payment Method may be contingent upon Company obtaining a Credit Facility from Loop.
   

4. We may amend the Payment Method Terms at any time with or without Notice to Company or Users. Any Notice provided by an Issuer may be provided through Loop or the Account.
   

5. Company or User continued use of Payment Methods after any amendment constitutes acceptance of the amended Payment Method Terms.
   

2. Requesting and Replacing Payment Methods.
   

1. Administrators may request Payment Methods for Users through the Account but will only request Payment Methods for and provide Payment Methods to individuals that are employees or affiliated with or authorized by the Company.
   

2. Payment Methods may be denied or canceled due to changes in Issuer's policies, as required by law or regulation, or for other reasons Loop determines appropriate or prudent under the circumstances.
3. Payment Methods may be issued to Users as physical or virtual codes or devices (for example, a Card issued without an associated physical card). By default, new Users will be issued a virtual Card and will be able to view transactions and manage their Cards through the Account. The forms of other Payment Methods available to Users, such   as EFT or Bill Payment, will vary.
   

4. Company and Users will promptly notify Loop and take appropriate measures to prevent unauthorized transactions when a Payment Method or means by which to use a Payment Method is lost, stolen, breached, obtained by an unauthorized party by the act, omission or negligence of an Agent or needs to be replaced. Company bears sole responsibility for any unauthorized transactions resulting from such occurrences and acknowledges that Loop bears no liability. [] In such cases, Administrators may request the issuance of replacement Payment Methods by Issuers through the Account.
   

5. Where Payment Methods are replaced, new account numbers may be issued for such Payment Methods and this will require updates to information contained on file for any scheduled or recurring payments. If Company does not update the account numbers for Payment Methods that are replaced for scheduled or recurring payments, the transactions may not be completed. Company or Users are solely responsible for updating account numbers for Payment Methods in such instances, stored with merchants. 
   

3. Using Payment Methods.
   

1. Users may only use Payment Methods for bona fide business-related or commercial Charges.
   

2. Company is solely responsible for selecting the Users who are to have access to the Account, Services, and Payment Methods.
   

3. Company agrees to establish and maintain controls designed to ensure that the Payment Methods are only used for bona fide Company business or commercial purposes and in compliance with Card Network rules.
   

4. Company is solely responsible for Charges made by any Users given access to the Account, Services, and Payment Methods, even if they are not the person associated with or named on the Payment Method.
   

5. Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may Chargeback, Reverse, Return, deny, or decline Charges for any reason. Loop is not responsible for any losses, damages, or harm caused by Charges that are subject to Chargeback, Reversal, Return, denial, or decline.
   

6. If Company and a merchant have a dispute regarding a Charge identified on Company’s Periodic Statement, including delivery of the incorrect goods or services or being charged the wrong amount, Company should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to Company’s satisfaction or if Company believes the Charge is unauthorized, Company may initiate a Chargeback through the Account. The Card Networks have established procedures for resolving Chargebacks that may require that Company provide details of the disputed Charge or associated documentation. Chargebacks resolved in Company’s favor will be credited to the Account on either the current or a future Periodic Statement.
   

4. Periodic Statements; Payment by Company.
   

1. Company is responsible for payment to Loop in full of all Charges, Fees, and Fines.
2. Loop will provide Company with a Periodic Statement identifying Charges, Fees, Fines, Chargebacks, Reversals, Returns, refunds, or other amounts owed or credited to the Account.
3. Unless otherwise specified in a separate agreement or otherwise by Loop, Periodic Statements are issued on the first business day after the end of each calendar month. The Periodic Statement shall be conclusive evidence of the transactions for the indicated calendar month.

4. Borrowing
   

1. Using Credit Facilities
   

1. If and when a Credit Facility has been established, Loop may make funds under such facility available for drawdown
   

2. Borrower may request drawdown amounts through i) a deposit into a Linked Account, ii) the payment to satisfy a debt or financial obligation, iii) the payment of an amount on the Borrower’s behalf to a party specified by the Borrower, iv) the payment of an invoice on the Borrower’s behalf, or v) deposit into an electronic wallet specified by the Borrower in accordance with a direction provided in writing or by electronic means through Loop.
   

3. Where the Borrower specifies that a payment or deposit is to be made in a foreign currency the Borrower authorizes Loop to enter into a foreign exchange transaction on the Borrower's behalf with a foreign exchange dealer of Loop’s choosing and further acknowledges that the Loop may receive compensation for arranging such foreign exchange transactions.
   

4. The Borrower assumes sole responsibility for all deposit and payment instructions made in connection with a direction provided for any drawdown. Without limiting the generality of the foregoing, Loop will in no way be liable to the Borrower or any other person for any loss or claim arising under or in connection with any payment direction, which the Loop, in good faith, believe to have been validly given by the Borrower or on the Borrower's behalf. The Borrower agrees to indemnify and defend Loop and hold them harmless in respect of any claim or proceeding arising out of or in connection with the payment instructions.
   

2. Making Payments on Credit Facilities
   

1. You are responsible for ensuring that payments owed on any Credit Facilities are paid on time.
   

2. You will be responsible for any fees and damages incurred by Loop as a result of any breach of this obligation, including but not limited to bank charges and collections costs. Loop may and will charge you additional fees to cover collection expenses, litigation costs, as well as any other fees, costs or expenses incurred by or charged to Loop by any third party, including affiliated entities, in the course of protecting its rights and interests.
   

3. Notwithstanding anything herein to the contrary, Loop may, in its sole and absolute discretion, at any time, demand that the Borrower repay in full the outstanding principal amount owing under any Credit Facility and pay all other outstanding amounts, fees and expenses owing regardless of whether any default or event of default has occurred or if the Borrower has otherwise complied with all terms and conditions of the applicable Credit Facility.
   

5. Additional Terms
   

1. Term and Termination.
   

1. This Agreement continues until terminated by either Company or Loop, or in accordance with the Payment Method Terms or as otherwise set forth in this Agreement.
   

2. Company may terminate this Agreement by paying all amounts owed under all other agreements with Loop. Company remains responsible for Charges, Fees, Fines, and other losses caused by Company’s action or inaction prior to terminating the Agreement. If Company reapplies or reopens the Account or uses or attempts to use the Services or Payment Methods, Company is consenting to the Agreement in effect at that time.
   

3. Loop may terminate this Agreement, or suspend the Account or Payment Methods, for any reason whatsoever and at any time at its sole discretion, without notice and without liability to you.
   

4. Sections 2.6 (Security and Monitoring the Account), 2.11 (Data), 3.4 (Periodic Statements; Payment by Company); 5.1 (Term and Termination), 5.3 (Notice and Communication), 5.4 (Limitation of Liability), 5.5 (Representations and Warranties), 5.6 (Disclaimer of Warranties), 5.7 (Indemnification), 5.8 (Governing Law and Venue), 5.9 (Legal Process), and 5.10 (Assignment); the provisions of the Payment Method Terms that identify continuing obligations; the provisions of the Supplementary Agreements that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.
   

2. Use of the Website
   

1. You may not reproduce information or materials posted on the
   Website in any form or download, republish, display, publicly perform, distribute, sell, transfer, modify or use any such information or materials for any public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and other laws and regulations. The portions of Website and the Contents that can be downloaded are protected by copyright laws, trademark laws and other laws and can only be used in accordance with this Agreement or with prior written consent of the owner of such material.
   

2. You cannot use the Website for any purpose that is illegal, unlawful or that is prohibited by this Agreement. You may use or access the Website only to review general information made available to you and/or to sign in or log in to your Account. Use of the Website for any other purpose, including for commercial purposes, is expressly prohibited. Accessing the Website using third party applications other than a browser is prohibited. All rights reserved.
   

3. THE FRAMING, MIRRORING, SCRAPING OR DATA-MINING OF THE WEBSITE OR ANY OF ITS CONTENTS IN ANY FORM AND BY ANY METHOD IS STRICTLY PROHIBITED.
   

4. You confirm that you have read the Privacy Policy and agree that it is reasonable. You agree that Loop may use Personal Data in accordance with this Agreement and the Privacy Policy and for the stated purposes contained therein.
   

5. The Website may contain hyperlinks to other websites that are not owned, operated or controlled by Loop. The hyperlinks are provided solely for convenience. To use the hyperlinks, you must leave the Website. Loop will not and cannot verify the content, material or any other information on the other websites visited by you. Loop do not endorse, guarantee, or make any representations or warranties regarding any other websites or any of the content, material or information that may or may not be on such websites. If you decide to access any other website from a hyperlink on the website, you do so at your own risk. Loop assumes no responsibility and shall not be liable for any damages arising from the use of such other websites.
   

6. Navigation on the Website is likely to cause the installation of cookies on a computer or device that accesses it. A cookie is a small file which does not identify a user, but which records the information about the navigation of a computer or device on a website. The data obtained is used to facilitate subsequent browsing on the website and allows tracking of certain statistical data which helps Loop improve the Website. Refusing the installation of a cookie may prevent users from accessing certain services or parts of the Website.
   

3. Notice and Communication.
   

1. Company consents to Loop providing Notices under this Agreement electronically and understands that Notices provided electronically have the same legal effect as a physical notice.
   

2. Loop will provide Notices regarding activity and alerts related to the Account electronically through the Account, email, and via text or SMS to the contact information provided to us by Administrators and Users. Notices affecting payment and legal terms in the Agreement will be sent to Administrators through the Account or email and are considered received 24 hours after they are sent. Company understands that it may not use the Services, Payment Methods, or Cards unless Company consents to receive Notices electronically. Company may only withdraw consent to receive Notices electronically by closing the Account.
   

3. Loop may send Notices to Users’ mobile phones through text or SMS to the phone numbers Administrators and Users provide. These Notices may include alerts about Services, Payment Methods, Cards or Charges, and may provide Administrators and Users the ability to respond with information about Charges on Payment Methods, Cards, or the Account. Administrators and Users may elect to not receive certain Notices through the Account, but this will limit the use of certain Services and may increase the financial risks to the Company. Company will secure appropriate authorization to send text or SMS messages to Users on the Company’s behalf.
   

4. Administrators and Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically.
   

5. Company, Administrators, and Users must contact Loop immediately if Company is, or believes it is, having problems receiving Notices.
   

4. Limitation of Liability. 
   

1. UNLESS OTHERWISE SPECIFICALLY PROHIBITED BY LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOOP SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU REGARDING YOUR USE OF THE WEBSITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS. LOOP SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, SOCIAL NETWORKS, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS. THE LIMITATIONS ON LOOP’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT ANY LOOP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 
   

2. Loop’s maximum liability to Company, its employees, agents, authorized third parties, representatives, Administrators, and Users, taken together in aggregate, under this Agreement is limited to the greater of the total amount of Fees actually paid by Company to Loop in the three months preceding the event that is the basis of the claim or five thousand dollars ($5,000). These limitations apply regardless of the legal theory or basis on which the claim is based.
   

3. LOOP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING ANY LOAN TERMS OFFERED. THE SERVICES OFFERED BY LOOP ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. PLEASE BE AWARE OF THE LAWS OF YOUR PROVINCE OR TERRITORY OR THAT OTHERWISE APPLY TO YOU WITH RESPECT TO ANY LOAN DOCUMENT THAT IS PROVIDED. YOU ACKNOWLEDGE THAT YOU ARE ACCESSING THE WEBSITE OF YOUR OWN INITIATIVE, AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS THAT ARE APPLICABLE IN YOUR JURISDICTION. YOU ACKNOWLEDGE AND HEREBY ACCEPT THE CONSEQUENCES THAT MAY ARISE FROM SENDING AN APPLICATION TO BECOME A BORROWER, AS WELL AS ENTERING INTO A CREDIT FACILITY.
   

4. You agree to indemnify, hold harmless and defend Loop from and against all expenses, costs, fees, losses, claims, actions, damages, obligations and liabilities of any kind, including, in particular, any legal fees, disbursements and charges incurred with regard to the retention of collection agencies (collectively “Losses”) that may be incurred in connection with the enforcement or preservation of any rights under any Loan Document and/or in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against them or to which they may become subject or otherwise involved in any capacity whatsoever, including Losses directly or indirectly incurred as a result of a breach of the Loan Terms, the Privacy Policy or any Loan Document. You agree to cooperate with Loop in the contestation of any such claim, action, demand or investigation.
   

5. Representations and Warranties. Company represents and warrants, on its own behalf and on behalf of its Administrators and Users, that:
   

1. Company is and will continuously throughout this Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation;
   

2. Administrators have requisite organizational power and authority to agree to and enter into this Agreement and conduct business and manage the Account;
   

3. Administrators and Users will not engage in activities prohibited by this Agreement; and
   

4. Company Data provided to Loop is complete, accurate, and current when provided.
   

6. Disclaimer of Warranties.
   

1. THE SERVICES AND LOOP PROPERTY ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” LOOP DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, LOOP PROPERTY AND NOTHING IN THIS AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO COMPANY.
   

2. THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY LOOP. LOOP DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD- PARTY SERVICES.
   

3. LOOP DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT

1. SERVICES AND DATA PROVIDED UNDER THIS AGREEMENT ARE ACCURATE OR ERROR-FREE; (b) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (c) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (d) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS OR PAYMENT METHODS ISSUED BY ISSUER; (e) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (f) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN LOOP IS ADVISED OF SUCH DEFECTS.
   

7. Indemnification. You and every party for whom you act agree to indemnify, hold harmless and defend Loop, as well as their respective officers, directors, employees, agents, consultants, representatives, agents, Third-Party Service Providers, successors and assigns, from and against any and all claims, demands, liabilities, costs or expenses of any kind, including, in particular, legal fees and disbursements resulting directly or indirectly from: (i) your breach of this Agreement, the Privacy Policy, the Payment Method Terms or any other agreements with Loop; (ii) your access to, use or inability to access or use the Website; (iii) your use of or reliance on publications, communications, distributions or downloads of any nature; and/or (iv) your violation of any law or applicable regulation. You agree to cooperate with Loop in the contestation of any such claim, demand, liability, cost or expenses.
   

8. Governing Law and Venue. Unless otherwise specified, this Agreement will be construed, applied, and governed by the laws of the Province of Ontario. By beginning an Application for an Account, each party (i) accepts, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts (and courts of appeals therefrom) for legal proceedings arising out of or in connection with this Agreement; and (ii) expressly submits to the jurisdiction of such courts, and irrevocably waives, to the fullest extent permitted by applicable law, its rights to bring an action in any other jurisdiction that could apply by virtue of its present or future domicile or for any other reason.
   

9. Legal Process. Loop may respond to and comply with any court or similar order received related to Company’s use of the Account, Payment Methods, or Services, including subpoenas, warrants, or liens. Loop is not responsible to Company for any losses Company incurs due to Loop’s response to such court or similar order. Loop may take any actions it believes, in its sole discretion, are required under court or similar orders including holding funds or providing information as required by the issuer of the court or similar. Where permitted, Loop will provide Company reasonable Notice that Loop has received such an order.
   

10. Assignment. Loop may assign, pledge, or otherwise transfer this Agreement or its rights and powers under this Agreement without providing Notice to Company. Any such assignee will have all rights as if originally named in this Agreement instead of Loop.
    

Company may not assign this Agreement or rights provided, or delegate any of its obligations, without Loop’s express prior written consent.

11. Headings and Interpretation.
    

1. Except where otherwise specified, all references to sections or provisions refer to sections or provisions in this Agreement or the applicable incorporated terms. The phrases “including,” “for example,” or “such as” do not limit the generality of the preceding provision; the word “or” will be read to mean either “ . . . or . . .” or any combination of the proceeding items; and provisions listing items and using “and” require all listed items.
   

2. This Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. In the event that this Agreement is terminated, the Payment Method Terms will immediately terminate.
   

12. Changes to this Agreement.
    

1. Loop may modify this Agreement or replace an agreement governing Company’s use of the Account, Services, Payment Methods, or Cards, or any portion of them, by providing Notice. Any Administrator’s or User’s continued use of the Account, Services, Payment Method, or Cards constitutes agreement to any modified or replacement Agreement.
   

2. Any waiver, modification, or indulgence provided by Loop to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Agreement for any other or future acts, events, or conditions. Further, any delay by Loop in enforcing its rights under this Agreement does not constitute forfeiture of such rights.
   

13. Void or Unenforceable Provisions. If any provision of this Agreement is deemed unlawful, void or unenforceable for any reason, that provision shall be severed, and the remaining provisions will remain in force and be fully enforceable. This Agreement applies for the benefit of Loop, their officers, directors, employees, consultants, representatives, agents, successors and assigns. 
    

14. Rights Reserved. All rights not expressly granted by this Agreement or the Privacy Policy are reserved by Loop
    

6. Last Revision
   

1. The Date of Last Revision of this Agreement: December 10, 2021

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