Terms of Use

Thank you for visiting www.lendingloop.ca (the “Site”).

The use of this Site for any purpose is subject to these Terms of Use for the Website (the “Terms”). The Terms and the Privacy Policy (the “Privacy Policy”) constitute a binding legal agreement between you, and Loop Financial Inc., its subsidiaries and affiliated companies, including, without limitation, Loop Funding Inc. and Loop Securities Inc. (collectively, the “Loop Entities”), governing your access to and use of the Site and use of the services and applications offered by Loop Entities as supplemented by the “Loan Documents” and “Note Purchase Documents” as these terms are defined herein. Access to and use of the Site is conditional on your acceptance of and compliance with the Terms and the Privacy Policy. Please read the Terms and the Privacy Policy carefully before browsing or using this Site or becoming a ”User”, “Lender” or “Borrower” as these terms are defined herein. By using this Site, you unconditionally agree to follow and be bound by the Terms and the Privacy Policy. Where you are acting on behalf of any other party, you hereby confirm that you have the authority to, and hereby, bind such other party to the Terms and the 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.

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

The contents of the Site include, 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 (collectively the “Contents”) and, unless the context clearly requires otherwise, or explicitly stated in writing, the Site includes all the Contents.

You are encouraged to frequently review the Terms and the Privacy Policy.

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

Use of the Site

You may not reproduce information or materials posted on the Site 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 Site 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 the Terms or with prior written consent of the owner of such material.

You cannot use the Site for any purpose that is illegal, unlawful or that is prohibited by the Terms. You may use or access the Site only to review general information made available to you and/or to sign in or log in to, the peer-to-peer electronic lending platform (“Lending Loop”), operated by Loop Financial Inc. (“Loop Financial”), Loop Securities Inc. (“Loop Securities”) and Loop Funding Inc. (“Loop Funding”). Use of the Site for any other purpose, including for commercial purposes, is expressly prohibited. Accessing the Site using third party applications, other than a browser is prohibited. All rights reserved.

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

Protection of Personal Information

You confirm that you have read the Privacy Policy and agree that it is reasonable. You agree that Loop Entities may use your personal information, in accordance with these Terms and Privacy Policy and for the stated purposes contained therein.

User Communications

Other than personal information subject to the Privacy Policy, all communications or information, as well as all material, suggestions, ideas, concepts, know-how, techniques, questions, comments, or other communications from or to you, made in any manner, to Loop Entities, their respective officers, directors, employees, consultants, representatives, agents, successors and assigns (the “Communications”) are and will be considered non-confidential and non-proprietary. You grant to Loop Entities a perpetual, royalty-free, irrevocable, transferable, unrestricted, sub-licensable right to use the Communications, for any purpose whatsoever, including without limitation, reproduction, transmission, disclosure, publication, broadcast, display, development, adaptation, translation, creation of derivative works or marketing, in any manner whatsoever, for any or all commercial or non-commercial purpose, without restriction and without any compensation. You represent and warrant that you have the right to distribute and reproduce the Communications and the right to grant the licence granted above. You hereby waive all moral rights in the Communications.

Loop Entities may, but are not obligated to, monitor, edit, remove or review any Communications, including questions and answers on the Q & A forum section (“Q & A content”) of the borrowers’ loan request pages (each a “Loan Request Page”), and is under no obligation, unless and then only to the extent prescribed by law, to use, return, review or respond to any Communications. Q & A content is a direct communication between Borrowers and Lenders, should not be considered as statements of any of the Loop Entities and does not form part of the Base Offering Memorandum for the Payment Dependent Notes offered by Loop Funding.

LOOP ENTITIES SHALL HAVE NO LIABILITY RELATED TO THE CONTENT OF ANY COMMUNICATIONS, WHETHER OR NOT ARISING UNDER THE LAWS OF COPYRIGHT, DEFAMATION OR LIBEL, PRIVACY, OBSCENITY OR OTHERWISE.  Loop Entities reserve the right to remove any or all Communications that contain material deemed inappropriate or unacceptable. Loop Entities, their respective officers, directors, employees, consultants, representatives, agents, successors and assigns take no responsibility and assume no liability for the Communications.

Loop Securities and Loop Funding will deliver documents to you by either emailing them to the email address you have provided or by posting the documents on your account and will be deemed to be delivered to you, whether or not you elect to open or view the documents. Account statements, transaction confirmations, and other documents (“My Documents”) relating to the activities and status of your account will be posted to your account and by using the Site you hereby acknowledge that it is your obligation to monitor your account to view “My Documents” on a regular basis (at least monthly). There is no requirement that you consent to electronic delivery of documents. We may, in our discretion, send a notice to the email address you have provided that a document has been posted to your account. It is your responsibility to ensure the email address remains operational and you will immediately inform us of any changes to your email address. Every transaction confirmation, account statement or other communication delivered by us to you shall be deemed to have been acknowledged as correct, approved and consented to by you unless we shall have received written notice to the contrary within fifteen days after it was delivered to you. You may request a paper copy of any documents delivered electronically for a fee by contacting us. We reserve the right to charge you for preparation and delivery of documents by means other than electronic. You are responsible for all costs expenses incurred by you in accessing the Site.

Username and Password

The sections of the Site granting you access to Lending Loop require you to have a username and a password (“Credentials”) which you must request. Should you decide to register on the Site as a user (a “User”), you agree to provide accurate and up-to-date information about yourself and/or any party on whose behalf you are acting during the registration process (the “User Registration”) and to promptly update this information, including but not limited to email addresses, as necessary to ensure it is accurate and complete at all times. Your Credentials will not change, if and when, you become a Lender and/or a Borrower.

Loop Entities reserve the right to cancel or suspend your Credentials and to suspend, cancel or terminate your account, your use and/or your access to the Site, or any services, as well as remove and delete any information or content related to this Site or one of the services (and terminate your use thereof), for any reason whatsoever and at any time at their sole discretion, without notice and without liability to you in accordance with the Terms.

Loop Entities are under no obligation to verify the actual identity or authority of any party using the Credentials to access or use the Site. Any Loop Entity may, at its sole discretion and at any time, require proof of identity of any party seeking access to and use of the Site and may deny such access, in whole or in part, if the Loop Entity is not satisfied.

You are fully responsible and liable for the confidentiality and security of your Credentials as well as for any activity resulting from the use of your Credentials, including any and all use or misuse of the Credentials which may result from your disclosure of the Credentials. You assume sole responsibility for any activity resulting from the use of your Credentials by anyone including, but not limited to, any of your principals, partners, employees, representatives or agents or any other person who may have obtained the Credentials by any means. After accessing the Site using the Credentials, you are responsible for closing the browser, clearing the browser’s cache and/or closing the session so that the Credentials cannot be accessed by a subsequent user. If you suspect that the Credentials are lost, stolen and/or known to be used by an authorized party, you shall immediately notify Loop Securities. Loop Entities assume no responsibility or liability, and cannot be held liable, for any damages arising from or related to your failure to keep your Credentials confidential and secure.

Should you experience dissatisfaction with the Site or one of its services, Terms and/or Privacy Policy, you may discontinue using the Site or the service in accordance with the Terms.

Services

Once you have obtained the Credentials, you may apply to become a borrower (a “Borrower”) and/ or a lender (a “Lender”). Users who do not become Borrowers or Lenders may only view select content on the Site which may include certain information published on the Loan Request Pages. To view the full content of any Loan Request Page and purchase Notes, Users must be approved as Lenders (see “How to Become a Lender” below). To become a Borrower, Users must complete a loan application (an “Application”) on behalf of a prospective Borrower and Loop Funding must approve the Application (See “How to Become a Borrower” below).

Although parties from all jurisdictions may complete the User Registration to access the Site where permitted by law, the Site is directed only to parties residing or having their principal place of business in one of the provinces orterritories of Canada. As such, only parties residing or having their principal place of business in one of the provinces or territories of Canada may be eligible to become a Borrower or a Lender. The Site is not directed to any party in any jurisdiction where, due to that party's residence, principal place of business or otherwise, the publication or availability of the Site is prohibited. Parties in respect of whom such prohibitions apply must not access the Site and may not become a User.

Loop Entities make no representations or warranties regarding the completeness, accuracy or currency of any information of the Site. Loop Entities shall not be liable for any omission, error, inaccuracy or failure to update such information.

Legal Disclaimer

UNDER NO CIRCUMSTANCES SHOULD ANY INFORMATION ON THIS SITE BE CONSTRUED AS A PUBLIC OFFERING OF SECURITIES OF LOOP FUNDING IN ANY JURISDICTION OF CANADA OR OUTSIDE CANADA. THE CONTENTS ARE PROVIDED SOLELY FOR INFORMATION PURPOSES AND SHOULD NOT BE INTERPRETED AS A RECOMMENDATION OR AS GENERAL OR SPECIFIC FINANCIAL, LEGAL, TAX, INVESTMENT OR PROFESSIONAL ADVICE APPLICABLE TO ANY USER, BORROWER OR LENDER’S SPECIFIC CIRCUMSTANCES. LOOP ENTITIES MAKE NO REPRESENTATION OR WARRANTY AS TO THE SUCCESS OF ANY SECURITIES OFFERED BY LOOP FUNDING.THE CONTENTS MAY NOT BE RELIED UPON FOR INVESTMENT PURPOSES.

WE RECOMMEND THAT YOU CONSULT YOUR OWN PROFESSIONAL ADVISORS REGARDING USE OF THE SITE FOR ANY PURPOSE.

Trademarks and copyrights

All logos, trademarks, service marks and trade names used or displayed on the Site are the registered or unregistered trademarks of Loop Entities or their respective owners. Nothing on the Site grants or may be construed as granting, by implication or otherwise, any license or right to use any logos, trademarks, service marks and trade names displayed on the Site without the written permission of Loop Entities or such other owner.

In addition, the Contents may not be copied, reproduced, republished, downloaded, posted, transmitted, distributed or modified, in part or in whole, in any form whatsoever, whether in text, audio, video or executable format, without prior written consent of Loop Securities. Nothing in the Site may be construed as conferring any right to use the Contents in any manner that is protected under the Copyright Act (Canada).

Internet Browser

The Site was developed for optimal display on the following browsers: Google Chrome Version 51+ and Safari Version 8+. You are advised to use these internet browsers to enjoy optimal use of the Site. Loop Entities shall not be held liable for any damages relating to the use of the Site and problems with the display caused by your internet browser. You agree to access the Site using hardware that does not contain viruses and with an up-to-date browser.

Hypertext Links

The Site may contain hyperlinks to other websites that are not owned, operated or controlled by Loop Entities, such as hyperlinks to Borrowers’ websites. The hyperlinks are provided solely for convenience. To use the hyperlinks, you must leave the Site. Loop Entities will not and cannot verify the content, material or any other information on the other websites visited by you. Loop Entities 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 Site, you do so at your own risk. Loop Entities assume no responsibility and shall not be liable for any damages arising from the use of such other websites.

Cookies

Navigation on the Site is likely to cause the installation of cookies on your computer or device. 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 Site and allows tracking of certain statistical data which helps Loop Entities improve the Site. Refusing the installation of a cookie may prevent you from accessing certain services or parts of the Site. You may configure your computer or device to accept or deny the installation of cookies.

Forums and Social Networks

Loop Entities can communicate information and news concerning Lending Loop and related services on social networks. However, if the content on social networks differs from the Contents, the latter shall prevail.

Loop Entities encourage Users, Borrowers and Lenders to publish comments regarding Lending Loop or to ask questions on social networks. However, Loop Entities do not verify or confirm the accuracy of the comments made by Users, Borrowers, Lenders or any other parties about Loop Entities or Lending Loop and their services. Loop Entities do not endorse any of the opinions expressed in such comments nor does it ensure compliance with the Terms and/or the Privacy Policy of social networks. However, Loop Entities reserve the right to monitor activities concerning Loop Entities and Lending Loop on social networks and to censor any comments deemed inappropriate, inaccurate or unacceptable at any time and at its sole discretion.

What Happens if one of the Loop Entities Becomes Bankrupt?

In the event any of the Loop Entities cease operating for any reason whatsoever, everything will be done in their power to ensure the proper administration of outstanding loans extended by Loop Funding and Notes issued to Lenders.

Amendments to the Terms

The Terms may be amended or updated from time to time to comply with law or to meet Loop Entities’ business requirements. Loop Entities may not always be able to give you advanced notice of such amendments or updates, but the Terms that are in effect at any given time will always be posted on the Site so that you can review them when you next log in. Any amendment or update will be effective immediately and automatically bind all Users, Lenders and Borrowers to the extent permitted by law.

How to Become a Borrower

The following describes how to complete an Application, and subject to approval, become a Borrower. All references to “you” and “your” in the “How to become a Borrower” section of the Terms includes the Applicant, as defined herein, except where the context otherwise requires.

To become and remain a Borrower, an Applicant must meet Loop Funding’s requirements, as they may be amended from time, without notice.

Types of Borrower Loans:

• “SL Loans” refers to loans made to businesses for amounts between $1,000 to $40,000;
• “LL Loans” refers to loans made to businesses for loan amounts between $5,000 to $500,000;

Minimum Requirements to be a Borrower

SL Loans:

• Have a valid email account;
• Have a deposit account at a regulated Canadian financial institution (referred to as a “authorized deposit account”);
• Have a principal place of business in one of the provinces or territories of Canada;
• Have been operating for at least 2 years;
• At least 50% of the mind and management of the business are Canadian residents;
• Be at least the age of majority (where the borrower is a Sole Proprietorship); and
• Have generated at least $30,000 in revenue in any given 12-month period within the last 24 months.

LL Loans:

• Have a valid email account;
• Have a deposit account at a regulated Canadian financial institution (referred to as a “authorized deposit account”); and
• Have a principal place of business in one of the provinces or territories of Canada;
• Have been operating for at least 1 year; and
• Have generated at least $100,000 in revenue in any given 12-month period within the last 24 months.

Furthermore, if a Borrower is a corporation:

• at least 50% of its directors are Canadian residents; and
• all its directors are at least 18 years old.

To be approved as a Borrower, the Applicant must meet such other criteria and provide all information and documentation that may be required by Loop Funding.

Please note that:

1. public bodies are not eligible to become Borrowers;
2. entities that wish to become Borrowers must have a lawful purpose and be seeking funds in furtherance of their commercial activities;
3. satisfaction of any or all of Loop Funding’s criteria does not guarantee approval as a Borrower and/or any request for a loan will be approved and posted on a Loan Request Page; and
4. Borrowers may not borrow funds for the purpose of raising capital in order to engage in lending activities on Lending Loop.

Information and Documents

To confirm that the party making the Application (the “Applicant”) that you are acting on behalf of is eligible and to verify its existence, and for underwriting purposes, Loop Funding requires the provision of certain information and documents prior to accepting the Applicant as a Borrower. Information and documents requested must be provided in satisfactory form prior to acceptance.

In the event any information and/or document provided is deemed deficient for any reason, Loop Funding may invite you to address the deficiencies. Please note that Loop Funding may at any time request additional information and documents regarding you, the Applicant, Guarantors, and other individuals associated with the Applicant, including its shareholders, partners, officers and directors. If any of information and documents requested by Loop Funding is not provided in satisfactory form in a timely manner in Loop Funding's sole and unfettered discretion, the Application will be rejected.

You hereby represent and warrant to Loop Funding and all Lenders that the information and documents provided in support of an Application and to obtain a loan or loans from Loop Funding and any and all additional information and/or documents submitted to or received by Loop Entities are true, complete and accurate in all respects, at the time submitted and at all times while the Applicant remains a Borrower or has any outstanding loans or indebtedness to Loop Funding.

YOU REPRESENT AND WARRANT THAT NO SUCH INFORMATION OR DOCUMENT, INCLUDING ANY INFORMATION WITH RESPECT TO THE DESCRIPTION OF THE APPLICANT’S BUSINESS AND INDUSTRY, CONTAINS ERRORS, MISLEADING INFORMATION, OMISSIONS OR MISREPRESENTATIONS THAT WOULD BE REASONABLY MATERIAL TO A LENDER’S DECISION TO COMMIT FUNDS TO ANY LOAN REQUEST THAT THE APPLICANT MAKES.

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

Information and documentation submitted to Loop Funding may be included in a disclosure document (a “Posting Supplement”), which will be posted on the Site and made available to Lenders. There will be one Posting Supplement for each Loan Request. A Posting Supplement completes the offering memorandum prepared by Loop Funding (the “Offering Memorandum”) regarding a specific Loan Request and taken together these two documents contain all the information provided to Lenders to make an informed investment decision in respect each specific Loan Request.

BY SUBMITTING AN APPLICATION YOU REPRESENT AND WARRANT THAT YOU HAVE DISCLOSED TO LOOP FUNDING 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 THE APPLICANT 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 Funding upon you or the Applicant becoming aware of or suspecting that one of the aforementioned events has occurred or may occur and will provide Loop Funding with any information as it may reasonably require from time to time.

If you are, or at any time become, aware of any current or future claim (or potential claim) by the Canada Revenue Agency (or any other governmental agency, entity or public body) against you, the Applicant, or its Guarantors, the Applicant must contact Loop Funding Inc. immediately.

You acknowledge that the Loop Entities may and will use information provided by you and the Applicant to display it on the Borrower’s Loan Request Page and that such information will be made available to Lenders and Users as described in the Privacy Policy. Please refer to the Privacy Policy for a list of the information which may be made available. IF YOU DO NOT AGREE WITH THE PRIVACY POLICY, DO NOT SUBMIT AN APPLICATION TO BECOME A BORROWER.

Disclosure of Information

By requesting that the Applicant be approved as a Borrower you understand that information pertaining to the Applicant’s business and affairs will be shared with Loop Entities, Users and Lenders. You acknowledge being aware of intellectual property laws and having taken the necessary measures to protect the information you share with Loop Entities, Lenders and Users. Loop Entities will 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 Entities. You hereby waive all rights of claim, action or demand against Loop Entities.

By submitting to Loop Entities any information, as well as any visual and/or auditory material, (collectively, the “Materials”) to be displayed or accessed to on a Loan Request Page, you represent that you are the sole legal and beneficial owner of such Materials or that you own or hold a valid license or are otherwise legally authorized to use the Materials and that such license or authority is not being contested, in whole or in part, by anyone whomsoever at the time of applying for approval as a Borrower and at any time during which the Materials shall be displayed on a Loan Request Page. You represent that you are entitled to use the Materials and do not violate intellectual property rights of any third party. The use of any Materials shall be at your own risk. You will be solely responsible for any breach of any intellectual property laws and you shall indemnify and hold the Loop Entities harmless of any loss or damages suffered as a result of any breach of this provision. While Loop Funding reserves the right to remove any portion of the Materials from any Loan Request Page at any time and at its sole discretion, it has no obligation to do so.

Consent to Obtaining Credit Report

By submitting an Application, you irrevocably represent that you have the authority to authorize Loop Funding 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 Applicant and Guarantor(s) (collectively “Information”) and any employee or representative of the Loop Entities is hereby authorized to request and receive Information on Loop Funding’s behalf.

You understand that the Information will be disclosed to Loop Funding for the purposes of reviewing your application to become a Borrower and/or guaranteeing obligations under any loan agreement. Furthermore, you understand that Loop Funding may continue to request and receive your Information from a Credit Agency on an ongoing basis after you have submitted a loan application.

Loan Grade

Loop Funding will use information obtained from Credit Agencies with respect to the you, the Applicant and any Guarantor to attribute to the Applicant a credit loan grade (the “Loan Grade”) in accordance with Loop Funding Inc.’s internal criteria.

You hereby agree to be attributed a Loan Grade and understand that such Loan Grade will be made available to Lenders for information purposes only. Lenders are reminded to form their own investment decision regarding each Borrower’s creditworthiness and undertake their own research and analysis and seek independent advice before making a commitment to fund a Loan Request.

Decision

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

Loop Funding will inform you if your Application has been accepted or rejected, and in the latter case may provide the reasons why. If Loop Funding’s decision to reject your Application appears to be based on incorrect information or document, you may contact Loop Funding 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 document your Application will be reconsidered.

While Loop Funding generally applies standard internal guidelines and policies in assessing Applications, it retains absolute discretion to accept or reject any Application as it sees fit.

Borrowing Process

If your Application is accepted you will be provided with a summary of the terms of the Loan Request (the “Loan Terms”), which Loop Funding, if accepted, will publish as a Loan Request Page, together along with the following documents:

• the loan agreement to be entered into by the borrower (“Borrower”) and Loop Funding and the Guarantor(s), if any, (the “Loan Agreement”);
• the security agreement, if any, to be granted by the Borrower in favour of Loop Funding on all or certain of the Borrower’s assets described in the security agreement (the “Security Agreement”);
• one or more guarantees, if any, (each a “Guarantee”) to be signed by guarantors (each a “Guarantor”); and
• a pre-authorized debit agreement (the “PAD Agreement”) pursuant to which the loan repayments will be debited from the Deposit Account by Loop Funding.
• The Loan Agreement, the PAD Agreement, the Security Agreement and the Guarantee(s) 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.

Loan Terms include the principal amount of the loan, which may be less than the amount requested by the Borrower, the interest rate, the term, the fees payable to Loop Funding and the amount of the monthly repayments.

The Borrower has 7 days from the receipt of the Loan Documents to review, sign and return them. They should be read carefully, and legal advice should be sought, to ensure you fully understand the consequences of executing each of the Loan Documents. You represent and warrant that there has been no undue influence brought to bear on any Guarantor to execute a Guarantee.

A bank statement for the Deposit Account must be provided.

You may sign the Loan Documents using your electronic signature and submit them to Loop Funding. If you do not submit the Loan Documents within 7 days of receipt, the Loan Request may be cancelled at Loop Funding’s sole discretion.

Once we have received the executed Loan Documents, a Loan Request Page with some or all of the Materials will be displayed on Lending Loop and available to Lenders and Users.

Once a Borrower’s Loan Request Page is displayed, Lenders will be able to commit to purchase payment dependent notes issued by Loop Funding corresponding to the Borrower’s Loan Request (“Corresponding Notes”). The Borrower’s Loan Request will be funded solely with the proceeds of the sale of Corresponding Notes and a loan will only be extended to the Borrower by Loop Funding if and when the Borrower’s Loan Request will have received commitments in aggregate to purchase Corresponding Notes equal to the amount of the Borrower’s Loan Request (or such lesser amount that the Borrower agrees to) and thereby will be deemed “fully funded”.

The acceptance of commitments of Corresponding Notes for a Loan Request will end on the earlier of (a) when the Loan Request is fully funded or (b) the 30th day after the Loan Request Page was first displayed on Lending Loop (the “Funding Period”). Loop Funding may extend the Funding Period for any Loan Request at any time at its sole discretion.

IF AND WHEN FIFTY PERCENT OF YOUR LOAN REQUEST IS FUNDED YOU WILL BE BOUND BY THE TERMS OF THE LOAN DOCUMENTS.

You may opt out of the borrowing process at any time before fifty percent of your Loan Request is funded.. If you notify Loop Funding by email [borrowers@lendingloop.ca] that you elect to opt out of the borrowing process prior to fifty percent of your Loan Request is funded the Loan Documents will be null and void. If you become aware that the information displayed on your Loan Request Page may contain inaccurate, false or misleading information, please notify Loop Funding. A representative of Loop Funding will make reasonable efforts to correct the Loan Request Page. Please note, however, that once a loan is fully funded, the Loan Terms may not be altered.

Fully Funded Loan Requests

If and when a Borrower’s Loan Request has been fully funded:

Loop Funding will;

1. provide the Borrower with a repayment schedule (the “Repayment Schedule”) of the loan repayments to be debited in accordance with the PAD Agreement; and
2. disburse the principal amount of the loan, net of Loop Funding’s origination fee (the “Origination Fee”) to the Deposit Account (the net amount being the “Loan Proceeds”). Please note that it may take up to three (3) business days for the Loan Proceeds to be available in the Deposit Account.

Interest

Interest will accrue on the unpaid principal balance of the Loan Proceeds from the date they are made available to the Borrower until the loan is repaid in full.

Payments

Pursuant to the PAD Agreement, you acknowledge that Loop Funding will debit the monthly payments indicated in the Repayment Schedule from the Deposit Account. Loop Funding may and will debit each monthly payment amount due up to four (4) business days before the date specified in the Repayment Schedule (each a “Repayment Date”) The Repayment Schedule may be viewed in the “Payments” section of your account on the borrowing section of Lending Loop.

You hereby represent and warrant that you will hold sufficient funds in the Deposit Account four (4) business days prior to each Repayment Date to fund the applicable monthly repayment. You will be responsible for any fees and damages incurred by Loop Funding as a result of any breach of this obligation, including but not limited to bank charges and collections costs. In the event the Deposit Account does not hold funds as aforesaid, Loop Funding will request, by email, that you make the required funds available in the Deposit Account and promptly confirm that such funds are available.

To ensure prompt collection of monies due and payable at all times, including any repayment, Loop Funding may and will take the measures it deems necessary and appropriate to recover said amounts. Such measures may include retaining the services of a debt collection agency to assist Loop Funding in the collection of said amounts.

You understand that missed monthly payments which are not rectified within seven (7) business days of notice being sent to you by Loop Funding are subject to a late payment fee as described under the heading “Fees” below.

The Borrower may repay the Loan Proceeds in full at any time without penalty provided that it repays such amount, together with all interest accrued until the date or repayment and any and all other outstanding fees and expenses, as may be applicable.

If at any time you believe that the Borrower may not be able to make one or more scheduled monthly payment(s), please contact Loop Funding immediately. Loop Funding may at its sole and unfettered discretion, enter into an alternative payment arrangement.

Loop Funding may be contacted by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca.

Fees

There are no fees are charged for making an Application or being approved as a Borrower. Fees are only charged to Borrowers if and when Loan Proceeds are disbursed.

Borrowers are subject to six (6) different types of fees: the origination fee; opt out fee, late payment fees; non-sufficient funds fee, incoming wire fee and collection and enforcement fees.

The origination fee is only paid once. It is deducted from the principal amount of the loan before disbursement to the Deposit Account. The amount of the origination fee will be indicated in the Loan Terms and the Loan Agreement. Origination fees that we customarily charge are listed on the Site and are subject to change without notice.

The opt out fee applies where a Borrower elects to opt out of the borrowing process or otherwise refuses to accept a loan after fifty percent of the Borrower's Loan Request is funded.  The opt out fee compensates Loop Funding and its affiliates for their efforts in evaluating the Borrower's Loan Request and all associated activities.  The opt out fee is calculated by multiplying the applicable Origination Fee by the percentage of the Borrower's Loan Request that is funded when Loop Funding receives notice that the Borrower does not wish to proceed or refuses to accept receipt of the applicable Loan.   The opt out fee is due and payable on demand and accrues interest at the rate set out in the Loan Documents.

Missed payments which are not rectified within seven (7) business days of a returned repayment notification from Loop Funding are subject to a late payment fee, which is equal to 15% of the outstanding loan payments in arrears, and is immediately due and payable to Loop Funding.

In each and every instance where a loan payment withdrawal is denied, refused or not acted upon by the Borrower’s financial institution, the Borrower will be subject to a not sufficient funds fee of up to $50.00.

In each and every instance where a loan payment or other payment is sent to Loop Funding via wire transfer, the Borrower will be subject to an incoming wire fee of $50.00.

You hereby agree, for and on behalf of the Borrower, that Loop Funding may debit an outstanding late payment fee, not sufficient funds fee or incoming wire fee at any time at its sole discretion from the Deposit Account.

Loop Funding 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 Funding by any third party, including affiliated entities, in the course of protecting its rights and interests.

Security and Guarantees

Each Borrower shall grant in favour of Loop Funding, or a permitted assignee, a security interest on all, or certain, of its assets described in the Security Agreement (the “Security”) and/or shall arrange for the provision of a Guarantee(s) from Guarantor(s) acceptable to Loop Funding. When Loop Funding has received executed Loan Documents, it will register the Security on the appropriate registry to ensure that the Security is enforceable. Loop Funding may waive the provision of a Guarantee(s) at its discretion.

If an event of default occurs pursuant to the Loan Agreement, Loop Funding may and will enforce the Security and any Guarantee. In addition, you hereby agree to indemnify Loop Funding for all costs incurred in the enforcement of the Security and any Guarantee on demand.

Restrictions on Transfer and Restricted Activities

YOU UNDERSTAND THAT LOAN DOCUMENTATION MAY NOT BE ASSIGNED OR TRANSFERRED TO ANY OTHER PARTY, EXCEPT AS SPECIFICALLY PROVIDED.

FURTHERMORE, YOU UNDERSTAND THAT YOU ARE PROHIBITED FROM PROVIDING ANYONE, OUTSIDE OF THE Q&A FORUM ON LENDING LOOP, WITH ANY INFORMATION ON THE BORROWER’S LOAN REQUEST OR ITS BUSINESS, ACTIVITIES OR FINANCIAL SITUATION, THAT IS NOT DISCLOSED ON YOUR LOAN REQUEST PAGE. YOUR LOAN REQUEST PAGE WILL BE IMMEDIATELY DELETED WITHOUT NOTICE IF LOOP ENTITIES BECOMES AWARE OF ANY ACTIVITY THAT COULD CAUSE YOU TO BE IN BREACH OF THIS PROVISION AND NONE OF THE LOOP ENTITIES WILL BE HELD LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE INCURRED BY YOU OR THE APPLICANT AS A RESULT OF THE DELETION OF A LOAN REQUEST PAGE. YOU ARE URGED TO REFRAIN FROM MAKING ANY SUCH UNAUTHORIZED DISCLOSURE AND TO USE YOUR JUDGEMENT BEFORE ENGAGING IN ANY ACTIVITY WHICH MAY RESULT IN A BREACH OF THIS PROVISION.

Limitation of Liability

Loop Entities make no guarantee, representation or advice as whether any Loan Request will be fully funded. Publishing a Loan Request Page does not constitute in any way an obligation of Loop Funding to procure funding or any warranty that funding will be available. You understand that your Loan Request may not become fully funded.

Although Loop Funding strives to offer the best alternative financing option to Borrowers, you understand that interest rates advertised on the Site are for information purposes only and that the interest rate applicable to your Loan Request will be set out in the Loan Terms.

LOOP ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING ANY LOAN REQUEST. THE SERVICES OFFERED BY THE LOOP ENTITIES 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 SITE OF YOUR OWN INITIATIVE, AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS THAT ARE APPLICABLE IN YOUR JURISDICTION, INCLUDING APPLICABLE SECURITIES LAWS. YOU ACKNOWLEDGE AND HEREBY ACCEPT THE CONSEQUENCES THAT MAY ARISE FROM SENDING AN APPLICATION TO BECOME A BORROWER, THE POSTING OF A LOAN REQUEST PAGE, AS WELL AS ENTERING INTO A LOAN AGREEMENT.

You agree to indemnify, hold harmless and defend the Loop Entities from and against all expenses, costs, fees, losses, claims, actions, damages, obligations and liabilities of any kind, including, in particular any legal fees and disbursements, (collectively “Losses”) that may be incurred 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 insofar, including Losses directly or indirectly incurred as a result of your breach of the Terms, the Privacy Policy or any Loan Document. You agree to cooperate with the Loop Entities in the contestation of any such claim, action, demand or investigation.

Furthermore, you hereby renounce to and give to the Loop Entities complete and final release and discharge from, and with respect to, any and all claims, rights and recourses, present or future, of any nature or cause whatsoever related to borrowing on the borrowing section of Lending Loop or related to any misrepresentation, as defined under applicable securities laws, inaccurate or misleading information or any material facts unclearly presented on your Loan Request Page. Loop Entities will not be liable for any information relating to any Borrower made available on the Site. Loop Funding may from time to time, but is not obliged to, update or modify a Borrower’s Materials or Loan Grade. You are solely responsible for the information displayed on your Loan Request Page.

YOU UNDERSTAND THAT YOU MAY BE SUBJECT TO PENALTIES UNDER APPLICABLE SECURITIES LAWS SHOULD YOU FAIL TO COMPLY WITH ANY APPLICABLE SECURITIES LAWS. YOU AGREE THAT NONE OF THE LOOP ENTITIES WILL BE HELD LIABLE FOR ANY LOSSES WHICH MAY BE CAUSED BY ANY ACTION, DECISION OR ORDER OF ANY SECURITIES REGULATORY AUTHORITY OR REGULATOR AND YOU WAIVE ALL CLAIMS, RIGHTS AND RECOURSES, PRESENT OR FUTURE, YOU MAY HAVE AGAINST ANY OF THE LOOP ENTITIES IN RELATION TO ANY LOSS OR DAMAGE SUFFERED BY YOU AS A RESULT OF THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED, TO ANY LOSS AND DAMAGE RELATED TO ANY ACTION OR DECISION TAKEN AGAINST YOU BY ANY SECURITIES REGULATORY AUTHORITY OR REGULATOR AND ANY LOSS OR DAMAGE CAUSED BY A CEASE TRADE ORDER ISSUED AGAINST ONE OF THE LOOP ENTITIES HAVING TO CEASE ITS ACTIVITIES AND/OR CLOSE THE SITE. YOU AGREE TO USE THE SITE AT YOUR OWN RISK.

FURTHERMORE, YOU ACKNOWLEDGE HAVING CONSULTED YOUR LEGAL ADVISOR AND THAT THEY HAVE ADVISED YOU ON POTENTIAL CONSEQUENCES AND/OR OBLIGATIONS PURSUANT TO THE LOAN DOCUMENTS.

Default

If the Borrower is in default under the Loan Documents, Loop Funding may, on giving notice, declare that the outstanding amount of the loan, interests and other applicable fees and expenses fully due and payable in accordance with the Loan Documents and exercise all of the rights and remedies of Loop Funding including its rights and remedies under any Loan Document.

Closing Your Account as a Borrower

If you no longer wish to be a Borrower, you may close your account by sending us an email at borrowers@lendingloop.ca. However, please note that you may NOT close your account if any outstanding amount is owed to Loop Funding for any reason whatsoever. Please also note that if you close your Borrower’s account you will remain a User. To close all your accounts, please include a specific request in this regard in your email.

Loop Funding may close your Borrower’s account and your User account at any time at its sole discretion, including but not limited to any of the following:

• you are in breach of the Terms;
• you are in breach of any term or condition contained in the Loan Documents;
• Loop Funding suspects that you have committed fraud, been involved in money laundering or other criminal activities;
• you are using the Site for the purpose of soliciting or enticing any person away from the Site;
• a Loop Entity believes in good faith that you are using the Site in any of the following ways:

• in any way that causes, or is likely to cause, the Site or access to the Site to be interrupted or damaged in any way;
• for fraudulent purposes or in connection with a criminal offence;
• to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam; or
• to cause annoyance, inconvenience or needless anxiety.

In the event Loop Funding closes your account:

Loop Funding may, with notice, declare that the outstanding amount of Loan Proceeds together with interest and other applicable fees and expenses have become fully due and payable in accordance with the Loan Documents and that it may exercise all of its rights and remedies, including its rights under any Loan Document; and

Loop Funding will be authorized to set off and to apply any and all deposits held by Loop Funding on your behalf against any amount due and payable by you under the Loan Documents.

Representations of Borrowers

You hereby confirm that you, the Applicant, and its officers, directors, partners, employees, agents, consultants, representatives, agents, successors and assigns, agree to use the Site only for lawful purposes and in a way which does not infringe the rights of any other User. You also agree to remain polite and use good manners, when answering questions on the Q & A forum.

You warrant that the Materials that you upload is free from viruses or anything else which may affect the functionality of the Site.

You are responsible for all costs incurred by you in accessing Lending Loop.

The information published on Lending Loop may refer Lenders and Users to third party websites, including your website. Loop Funding is not responsible for any material or information displayed on such website or on any other website linked thereto. You agree that you are solely responsible for the information and material available on your website, as applicable.

SHOULD ANY PROVISION IN THE TERMS VARY FROM ANY PROVISION IN ANY LOAN DOCUMENT, THE LOAN DOCUMENT SHALL PREVAIL.

The invalidity or unenforceability of any of the provisions of the Terms will not affect the validity of any other provision and such invalid provision will be deemed to be severable. No waiver of any breach of the Terms will be effective or binding unless made in writing and signed by one of the Loop Entities, and such waiver will be limited to the specific breach waived unless otherwise provided.

The Terms and the Loan Documents will constitute the entire agreement between you and the Loop Entities with respect to all the matters therein.

Your obligations pursuant to the Terms shall survive the termination and/or the closing of your Borrower’s account.

The Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

How to become a Lender

The following describes how to apply to open an account as a lender (a “Lender”) with Loop Securities how to use the lending section of the Site to purchase payment dependent notes (“Notes”) issued by Loop Funding.

IF YOU DO NOT AGREE TO THE TERMS, YOU SHOULD NOT REGISTER TO BECOME A LENDER.

Credentials

As a User of the Site you have been provided Credentials. Your Credentials will remain the same after you become a Lender.

Eligibility to become a Lender

To become and remain a Lender, you must meet the following criteria:

1. For natural persons:

1. be a Canadian citizen or a permanent resident of Canada;
2. reside in Canada;
3. be of the legal age of majority in your province or territory of residence;
4. have the legal capacity to contract; and
5. have a valid deposit account with a regulated Canadian financial institution.

2. For other entities:

1. be a corporation, a partnership, a public body, a charity, a trust or a co-operative;
2. have your head office in one of the provinces or territories of Canada;
3. have existed for at least one year;
4. have a valid deposit account with a regulated Canadian financial institution; and
5. at least 50% of the directors of the corporation or partners of the partnership must be Canadian residents.

Information and Documents

To confirm that you are eligible to be a Lender and to verify your identity, Loop Securities requires that you provide certain information and documents. To become a Lender, you must provide all the information and documents noted as required in the Lender registration form found on the Site and any other additional information and/or documents that Loop Securities may require.

You hereby represent and warrant to Loop Securities that the information and documents you have provided and/or will provide to Loop Securities, and any and all additional information and/or documents that will be submitted to or received by Loop Securities at any time are true, complete and accurate in all respects, as of the date submitted or received. In the event of a change in any information or document provided to Loop Securities, you agree to immediately notify Loop Securities of such change and provide Loop Securities with the correct information or document, as applicable.

You represent and warrant that you have disclosed to Loop Securities all circumstances that you are aware of which could or might result in a material adverse change in your financial condition, 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 hereby acknowledge that Loop Securities may and will use the information provided by you in accordance with the Privacy Policy.

Acceptance as a Lender

The decision to accept you as a Lender is made within two business days of receipt of all requested documentation and information. However, various factors may result in a delay in the decision, including, but are not limited to, delays in receipt of identity verification. In the event Loop Securities decides not to accept you as a Lender Loop Securities will notify you and may inform you of the reason. If Loop Securities’ decision not to accept you as a Lender is based on erroneous information, you may contact Loop Securities by telephone at 1 (888) 223-5667 or by e-mail at lenders@lendingloop.ca and submit the correct information and/or documents, as applicable. If such erroneous information was submitted to Loop Securities by a Credit Agency, you will have to correct the information with the applicable Credit Agency before Loop Securities will reconsider its decision.

Please note that Loop Securities has complete discretion as to whether to accept as any person or entity as a Lender.

Lending Process

General Lending Process

Loop Securities will inform you by email that have been you are accepted as a Lender and you will have full access to the lending section of the Site when logging into your account, provided that you hold funds in your Lending Loop account, as explained below.

On the lending section of the Site, you will have the opportunity to commit to purchase Notes. Notes are issued in series and each series (and each Note within such series) is issued in connection with a corresponding Loan Request. Loop Funding’s obligations with respect to a specific series of Notes is exclusively dependent on repayment of the corresponding Borrower Loan. Loop Funding and its affiliates have no obligation to make any payments with respect of any series of Notes unless, and only to the extent that, Loop Funding receives repayments under the corresponding Borrower Loan.

You will be able to browse through Loan Request Pages and view all of the information displayed on such pages, including, but not limited to, financial information regarding the Loan Requests.

To commit to purchasing a Note pertaining to a specific Loan Request, you first will need to have sufficient available funds in your Lending Loop account. Notes are available for purchase in $25 increments.

You must transfer at least $200 to your Lending Loop account before we will consider accepting you as a Lender. To transfer funds into your Lending Loop account after becoming a Lender simply follow the steps described in the section titled “Add Funds” in your Lending Loop account. For more information please refer to the section titled “Transfer of Funds” below.

Lenders are not required to hold a minimum amount in their Lending Loop account. If you do not have at least $25 in your Lending Loop account or if you have not made any commitments to purchase notes for more than 30 days, Loop Securities may restrict or terminate your Lending Loop account without notice.

Funds held in your Lending Loop account are held by Loop Securities in trust in an account with a Canadian financial institution (the “Account”), until a) withdrawn by you, or b) transferred by Loop Securities to a Deposit Account to settle your commitment to acquire a Note. No interest is paid to you on money held in your Lending Loop account and you are not required to hold a minimum amount in your Lending Loop account. By becoming a Lender, you consent to Loop Securities receiving and retaining any Interest earned on the Account.

To commit to purchase a Note with regard to a specific Loan Request simply click on the “invest” button on the applicable Loan Request Page and enter the amount you wish to commit. The minimum amount of a commitment is $25. Various restrictions on the amount you may invest in a single series of Notes may apply.

Before committing to purchase a Note, you must read the offering memorandum (the “Offering Memorandum”) and posting supplement (the “Posting Supplement”) prepared by Loop Funding in connection with the issuance of the Note. The Offering Memorandum and Posting Supplement pertaining to a specific Note will be accessible from the applicable Loan Request Page corresponding to the series of Notes. Please read the Offering Memorandum and the Posting Supplement carefully and take the appropriate amount of time needed to ensure you understand its content and seek legal or other advice, if necessary, to ensure you fully understand the consequences of committing to purchase the Note. You may, and Loop Securities encourages you to, save or print a copy of the Offering Memorandum and the Posting Supplement for your files and for further review before committing to purchase a Note. In the event of any conflict between the Terms and an Offering Memorandum (or a Posting Supplement) the latter will govern.

Note purchase commitments may be accepted by Loop Funding in connection with a Loan Request until the earlier of (a) the time the Loan Request becomes fully funded, and (b) the 30th day from the day the Loan Request was first posted on the Site (the “Loan Request Expiry Date”). Loop Funding Inc. may with the approval of the Borrower, reduce the amount of the Loan Request and/or extend, at its sole discretion, the Loan Request Expiry Date by up to 15 days. Loop Securities will notify you by email of the details of any extension of a Loan Request Expiry Date that exceeds 15 days in connection with a Loan Request to which you have submitted a Note purchase commitment for which you will then be provided with an option to revoke your commitment. After you have acknowledged reviewing the Offering Memorandum and the Posting Supplement with regard to a specific Note, you may, by clicking the “invest” button commit to purchase a Note in an amount you have selected and agree to be bound by all the terms and conditions set forth under the note purchase agreement entered into at the opening of your Lender account (the “Note Purchase Agreement”). If your commitment to purchase a Note is accepted, the amount you committed will be added to the aggregate amount of the funds committed to the Loan Request, as indicated on the Loan Request Page.

You understand that clicking on the “invest” button does not automatically confirm acceptance of your commitment to purchase a Note, nor does it grant you any right of priority over the commitment of any other Lender. It is only once your commitment to purchase the Note is received and accepted that your commitment will be deemed committed to the specific Loan Request. Accordingly, you understand that other Lenders could commit to purchase a Note simultaneously with you and that this could result in either (i) the amount you wished to commit being greater than the amount of the Loan Request available to be funded, or (ii) the Loan Request becoming fully funded, in which case your commitment would be rejected. You understand that in such circumstances, you will have no recourse against Loop Entities, the Borrower or any other person with respect to the rejection of your commitment to purchase. If the amount you wished to commit is greater than the amount of the Loan Request available to be funded, you will be redirected to the Loan Request Page which will have been updated and you may choose to commit a lesser amount.

Subject to applicable securities laws, all Note purchase commitments are final. Once your commitment is submitted you may revoke your commitment only as provided for under applicable securities laws. You will be able to view the amount committed to each Loan Request in your Lending Loop account under the “Commitments” category, but you will not be able to use such amount to make other commitments or any other purpose.

In the event a prospective Borrower fails to comply with closing requirements applicable to the Loan Request, your commitment will be cancelled, and the amount committed will be made available in your Lending Loop account as “Available Funds”. Once a Loan Request is fully funded and closes, the funds you have committed will be deducted from your Lending Loop account and the amount of your commitment will be transferred from “Commitments” to the “Total Commitments”.

Auto-Lend

An automated commitment service (“Auto-Lend”) can be chosen by Lenders. A Lender selecting Auto-Lend commits to purchase Notes (each an “Auto-Lend Commitment”) corresponding to all Loan Requests that meet parameters that the Lender selects or as described on the Site and selects the denomination of each such Note (their “Auto-Lend Preferences”). When a Loan Request a) conforms to a Lender’s Auto-Lend Preferences is posted and b) provided that there are sufficient funds in the Lender’s Lending Loop account (collectively referred to as an “Auto-Lend Order”), Auto-Lend will automatically make a Note purchase commitment on behalf of the Lender.

Where the aggregate Auto-Lend Commitments with respect of a Loan Request exceed the amount of such Request, Auto-Lend will randomly accept Auto-Lend Commitments which in aggregate do not exceed the value of the Loan Request and accept the selected Auto-Loan Commitments.

Posting Supplements will be immediately delivered to the “Commitments” section of your Lending Loop Account for each Auto-Lend Commitment made on your behalf.

Each and every Lender may choose to use Auto-Lend and may choose to terminate use of Auto-Lend or change Auto-Lend Preferences at any time.

Repayments

Loop Funding credits repayments received from a Borrower with regard to the applicable series of Notes on a pro-rata basis to all Lenders holding such Notes to their respective Lending Loop accounts. You can view the amounts and scheduled credit dates of the payments for the Notes under “Note Payments” on the home page of your Lending Loop account.

All amounts will be credited to your Lending Loop account without deduction of income tax. It is your responsibility to ensure proper payment for any income or other applicable taxes in all applicable jurisdictions. Loop Funding will, where required by law, provide you with a T5 - Statement of Investment Income, which will be made available through your Lending Loop account. Loop Securities will notify you by email when the Statement is available.

Loop Funding may collect amounts due from Borrowers up to three (3) business days before the date on which such payments are due. Loop Funding undertakes to use reasonable efforts to ensure that amounts received with respect of Borrower Loans are credited to the Lending Loop accounts of the applicable Lenders promptly. However, Loop Securities and Loop Funding make no representation or warranty that any amounts will be credited to the Lenders’ accounts or as to the exact date on which such amounts will be credited. Various factors may influence the date funds are credited and/or the actual credit of the funds itself. Such factors include, but are not limited to, (i) the Borrower defaulting from its obligations under its Borrower Loan (ii) delays in transfers of funds between the financial institutions where Borrowers, Loop Funding and Loop Securities have their respective accounts.

The amount credited to each Lender’s Lending Loop account includes the principal and interest received to which the Lender is entitled. The applicable interest rate will be the rate indicated on the Note less the Lender’s Fee. You understand that neither Loop Securities nor Loop Funding make any representation or warranty to the effect that any Borrower will repay its Borrower Loans. You understand that you may not receive any interest on any of your Notes and that you may lose all of your investment in a Note. Only Lenders who can bear and are comfortable with the loss of their entire investment in Notes should commit to purchase Notes.

You understand that Borrowers have the right to repay the outstanding principal of their loan together with accrued interest in full at any time without penalty (the “Repayment Amount”) and that, Loop Funding will, in such event, pay the Repayment Amount on a pro-rata basis to applicable Lenders and you will only be entitled to your pro-rata share of the Repayment Amount.

Amounts received in your Lending Loop account can either be (i) transferred to the deposit account linked to your Lending Loop account or (ii) used to purchase other Notes in connection with other Loan Requests.

Transfer of Funds

To transfer funds to your Lending Loop account, please visit the section titled “Add Funds” in your Lending Loop account and follow the indicated steps. To transfer funds out of your Lending Loop account, please visit the section titled “Transactions” in your Lending Loop account and follow the withdrawal request process. Please note that you may however only withdraw funds in excess of the aggregate amount of the funds you have committed to purchase Notes.

You may only transfer funds between your Lending Loop account and an authorized deposit account (“Authorized Deposit Account”). Loop Securities will only authorize transfers of funds to deposit accounts with Canadian financial institutions held in your name. The deposit account indicated in your User Registration will be set as your Authorized Deposit Account by default.

You may request that a different account be your Authorized Deposit Account at any time by following the steps indicated on the section of your Lending Loop account titled “Add Funds”. Once submitted, Loop Securities will typically review your request within 2 business days, and if accepted, notify you by email when the change will be effective.

Fees

Loop Securities does not charge a fee to Users to become or remain Lenders.

Loop Funding charges a fee amounting to an annualized rate of 1.5% of the outstanding principal under a Note (the “Lender’s Fee”) of each repayment received by Loop Funding. The Lender’s Fee is deducted from each repayment.

The section titled “Note Payments” on the home page of your Lending Loop account sets out the amounts scheduled to be credited to your account prior to the deduction of the Lender’s Fee in the normal course.

The section titled “Loan Transactions” displays the full amounts credited to your account with regard to payments received for the Notes you own.

Please note that Loop Funding is entitled to reduce the amount payable under the terms of a Note where Loop Funding undertakes collection efforts in order to collect on the Borrower Loan to which a Note corresponds. Such reduction may go up to 35% of the amount recovered if a collection action must be taken with respect to a Borrower Loan. Loop Funding does not charge a collection fee if no payments are collected, and no collection fee will be charged in excess of the amount recovered.

Where a deposit to a Lender’s Lending Loop Account is denied or refused by the Lender’s financial institution, Loop Securities may, at its discretion, charge the Lender a non-sufficient funds fee (“NSF Fee”) of up to $50.00.

Where a deposit to a Lender’s Lending Loop Account is received by other means, such as wire transfers or bill payment service, Loop Securities may, at its discretion, charge the Lender a funds transfer fee (“Funds Transfer Fee”) of up to $25.00.

In order to recover an NSF Fee charged to a Lender, Loop Securities, may take one or more of the following actions:

1. Debit funds from the Lender’s Lending Loop account;
2. Retain Borrower Note Payments that the Lender would otherwise be entitled to receive; or
3. Restrict the Lender’s use of the Site until an NSF Fee is paid.

Where no transactions have taken place in a Lender’s account (e.g. acquired a Note, deposited funds into their Lender’s Account or received a payment on a Note) between January 1 and December 31 in any calendar year, an inactive account fee of up to $50.00 may be charged each year the account is inactive.

Events of Default

Loop Funding has the power to grant extensions for any monthly repayment with respect to a Borrower Loan, but under no circumstances, will these powers be construed as an obligation for Loop Funding to grant a Borrower any such extension. In addition, if any event of default occurs under the Loan Documents Loop Funding may enforce any security and/or the guarantee and take all the measures it deems reasonably necessary to ensure the collection of the outstanding principal of the loan and the interest thereon and to cover all incurred expenses. You understand that you will not be a party to the agreement under which a Borrower Loan will be extended by Loop Funding, that your contractual relationship will be with Loop Funding alone and that, as a result, you will have no recourse against any Borrower in an event of default.

If you become aware of any circumstance that could result in a Borrower being or becoming in default of its obligations under a Borrower Loan, you may inform Loop Securities. You are not permitted in any circumstances to directly contact a Borrower. Once your notification is received, Loop Securities will inform Loop Funding of the circumstances and Loop Funding will review the information received. While Loop Funding takes communications from Lenders seriously and carefully reviews them, the filing of a notification alone does not create an obligation of Loop Funding to undertake any action with regard to the Borrower. Loop Funding has complete discretion in determining whether any Borrower is in default of its obligations. You hereby acknowledge that Loop Funding and Loop Securities will not be held liable for any loss or damage incurred by you as a result of its omission to undertake any action with regard to any Borrower.

No Secondary Market

You understand that no secondary market for Notes currently exists and that Notes you hold may only be purchased back by Loop Funding, but Loop Funding is not obliged to purchase Notes. Consequently, the Notes are illiquid and you should be prepared to hold them for the term of the Note which ranges from 3 months to 5 years. Your rights and obligations under a Note may not be assigned or transferred to any other party, except as provided under the Offering Memorandum, the Note and the Note Purchase Agreement (“Note Purchase Documents”). Please read the Note Purchase Documents carefully with respect to restrictions on transfer and seek legal advice if necessary, to ensure you fully understand the consequences of these restrictions.

Referral Program

Loop Funding may offer limited-time referral programs (each a “Referral Program”) to specified Users of the Site. Each Referral Program is subject to these terms and conditions and additional terms and conditions may also apply. In the event of any conflict the terms and conditions applicable to a specific Referral Program will govern.

Only parties that are Lenders can make a referral that is subject to a Referral Program (each a “Referring Party”). Any party that is referred (each a “Referred Party”) by a Referring Party;

1. may not be a current Lender, and
2. must become a Lender and acquire the principal amount in Notes specified in the applicable Referral Program by the end of the period specified in the applicable Referral Program (the “Referral Period”) in order for the Referred Party and/or the Referring Party to be entitled to receive the Referral Award as defined below under the applicable Referral Program.

The Referred Party must be approved as a Lender in accordance with the Terms during the Referral Period using the offer code provided by the Referring Party.

Provided the aforesaid conditions are met, then (subject to the restrictions set forth below) an award as specified in the applicable Referral Program (each, a “Referral Award”) will be credited to the account of the Referring Party and/or the Referred Party within 60 days of the end of the Referral Period.

Notwithstanding the forgoing, a party’s eligibility to receive a Referral Award is subject to the following restrictions:

• only one Referral Award, is payable with respect to any one Referred Party, and if any Referred Party is referred by more than one Referring Party and/or in connection with more than one Referral Program, a Referral Award will be paid only to the first (in time) Referring Party to refer such Referred Party under the first (in time) applicable Referral Program; and
• a Referring Party is not eligible for more than one (1) Referral Award with respect to Referred Lenders residing at the same address.
• No alternate or substitute awards will be given in connection with any Referral Program.

Loop Securities and Loop Funding reserve the right at all times to modify, amend, extend or withdraw all or any elements of a Referral Program at any time, subject only to any applicable notice requirements.

Warning and Limitation of Liability

Loop Entities make no representations or warranties of any kind, either express or implied, regarding any Note or any Borrower Loan. Lenders have complete control and discretion over whether or not to purchase a Note pertaining to a specific Borrower Loan or select to use Auto-Lend. Nothing any of the Loop Entities does and nothing on the Site is intended to operate or be construed as the provision of advice by any of the Loop Entities to purchase a particular Note.

In addition, you understand that the Loan Grades indicated on the Loan Request Pages are determined by Loop Funding in accordance with internal guidelines using, among others, information from Borrowers in their loan applications and credit reports from Credit Agencies. While Loop Funding considers that Loan Grade adds value to the borrowing and lending process, the determination and provision of borrowers’ Loan Grades are not based on generally recognized principles and are intended to be informative only. You should not make an investment decision in connection with a specific Note by relying solely on a Borrower’s Loan Grade or the ratios or financial information published on a Loan Request Page. You understand that such information may prove to be inaccurate or may not accurately reflect the Borrower’s creditworthiness, which may cause you to lose all or part of your investment in any Note.

The financial information published on the Loan Request Pages is not audited in the vast majority of cases, and contains certain measures that are used as indicators of the Borrower’s financial performance. These measures do not have standardized meanings prescribed by the International Financial Reporting Standards (IFRS) and/or securities regulatory authorities and regulators. The computation methods used by Borrowers may vary and therefore may not be comparable. You understand that these measures are for information purposes only and have important limitations as analytical tools.

In addition, certain information provided by Borrowers and contained on Loan Request Pages may represent forward-looking information (“Forward Looking Information”), which may be subject to important assumptions, including the ability of the borrowers to meet their revenue targets; the ability to achieve cost synergies; general industry and economic conditions; their relationship with customers and suppliers; pricing pressures and other competitive factors; and regulatory requirements affecting their businesses. While these assumptions may be reasonable based on information currently available, they may prove to be incorrect.

Since Forward Looking Information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those anticipated due to a number of factors and risks. These include, but are not limited to; general economic and business conditions; risks inherent in the business of the Borrowers, including the inability to attract and retain qualified employees; competition; disruptions in business operations; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; and liability and other claims asserted against the Borrowers.

Lenders should carefully consider the risk factors related to the Borrowers’ industry and additional factors that could affect their operating results and performance. Lenders are urged to carefully consider such factors before deciding to commit funds to purchase Notes. Loop Entities assume no obligation to publicly update Forward Looking Information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

You should form your own opinion on the creditworthiness of any Borrower and undertake your own research, analysis and assessment of each borrower before committing to purchase a Note and, where necessary, seek independent professional advice.

Although Borrowers represent and warrant that the information they provide is true, complete and accurate in all respects, and that such information does not contain information, omissions or misrepresentations likely to affect a Lender’s investment decision, such information could prove to be false, inaccurate or contain misleading information or omissions or misrepresentations. You understand that the Loop Entities make no representation or warranty with respect to the accuracy or completeness of the information published on Loan Request Pages or with respect to Loan Grades. Loop Entities disclaim all liability for any such information and for any material supplied by or contained on any external website linked to from a Loan Request Page. You hereby renounce to and give Loop Entities complete and final release and discharge from, and with respect to, any and all claims, rights and recourses, present or future, of any nature or cause whatsoever, directly or indirectly, related to or resulting from your acquisition of any Note, accessing or use of the Site or related to any misrepresentation, omission, inaccurate or misleading information or any material fact presented on any Loan Request Pages.

The use of Site and the services offered by Loop Entities are not intended as a substitute for professional advice and do not replace consultations with a qualified professional. While Loop Securities Inc. is registered as an exempt market dealer in all the provinces and territories of Canada in which it engages in dealing activities, no securities regulatory authority or regulator has approved or expressed an opinion about any of the Notes.

Please be aware of the laws of your jurisdiction or that otherwise apply to you with respect to any Note you purchase. You acknowledge that you are accessing the lending section of the Site of your own initiative, and are responsible for compliance with the laws that are applicable in your jurisdiction, including applicable securities laws. You hereby acknowledge and accept the consequences that may arise from purchasing Notes.

You agree to indemnify, hold harmless and defend each of the Loop Entities from and against all expenses, costs, fees, losses, claims, actions, damages, obligations and liabilities of any kind, including, in particular any legal fees and disbursements, (collectively, the “Losses”) that may be incurred as a direct or indirect consequence of purchasing any Note. You agree to cooperate with each of the Loop Entities in the contestation of any such claim, action, demand or investigation.

You agree that the Loop Entities will not be held liable for any Losses which may be caused by any action, decision or order of any securities regulatory authority or regulator and you waive all claims, rights and recourses, present or future, you may have against any of the Loop Entities in relation to any Losses suffered by you as a result of acquiring any Note, including, but not limited to, any Losses and damage related to purchasing any Note, Loop Securities and any affiliated entity thereof having to cease their activities and/or close Lending Loop. You agree to use the lending section of Lending Loop at your own risk.

Confidentiality

You understand that by becoming a Lender, you will be granted full access to the information published about Borrowers, including sensitive information pertaining to their business and affairs. You are permitted to download and print the Contents only for your own records and personal use. You agree not to copy, reproduce or disclose any of the Contents without Loop Funding, Loop Securities and the applicable party’s express written consent and acknowledge being aware of applicable intellectual property laws and agree to comply with such laws.

In addition, you hereby agree not to make any unauthorized use of the Note Purchase Documents or the Loan Documents or use any of these documents to engage in any other activities which may be similar to the activities engaged in by any of the Loop Entities.

You will be responsible for any breach of this provision, including any breach of intellectual property laws, and will indemnify and hold each of the Loop Entities harmless of any loss or damages suffered by them as a result of any breach of this provision.

Closing your Lending Loop Account

If you no longer want to be a Lender on Lending Loop, you may close your account by sending us an email at lenders@lendingloop.ca. However, please note that you may NOT close your account if (a) you have committed to purchase a Note corresponding to a Loan Request which has not expired, or (b) you are still receiving repayments in connection with a Note you have previously purchased.

Without prejudice to any of its rights and remedies, Loop Securities may close your account at any time at its sole discretion, including, but not limited to, for reason of any of the following events:

• you are in breach of the Terms;
• you are in breach of any term or condition provided for in the Note Purchase Documents;
• you have used or are using automated scripts or third-party applications to access Lending Loop;
• your account has been inactive for more than 30 days;
• Loop Securities suspects that the person logged into your Lending Loop account is not authorized;
• Loop Securities suspects that you have committed fraud, are involved in money laundering activities or other criminal activities;
• you are using or have used Lending Loop to solicit or entice away any person from Lending Loop; or
• you are using or have used Lending Loop in any of the following ways:

• to publish, send, use or provide a link to material that is illegal, offensive, indecent, libelous or obscene;
• in breach of any copyright, trademark, privacy or any other right;
• in any way that is injurious to any other user of Lending Loop or to any other third party;
• in any way that causes, or is likely to cause, Lending Loop or access to Lending Loop to be interrupted or damaged in any way;
• for advertisement purposes or in any way that would be in violation of the provisions contained in Canada's anti-spam legislation (CASL); or
• in any way that causes annoyance, inconvenience or that would otherwise disturb the ordinary lending activities taking place on Lending Loop.

Furthermore, each of the Loop Entities thereof reserve the right to take any action or measure against you to recover any and all damages incurred as a result of your actions. In the event Loop Securities closes your account and you are still entitled to repayments in connection with a Note you have purchased, Loop Funding and Loop Securities will make the arrangements they deem reasonable and necessary to keep paying you the funds you are entitled to. However, Loop Securities may freeze the funds you are entitled to, in addition to the funds available in your Lending Loop account, in the event Loop Securities suspects you are involved in money laundering or other criminal activities and as otherwise provided under applicable laws.

Privacy

You agree that any and all personal and non-personal information you provide to Loop Entities, including, but not limited to, any and all information you have submitted and/or will submit to Loop Securities during the process to become a Lender, may and will be collected, stored, processed and used in accordance with the Privacy Policy.

Offering Memorandum

The information contained on the Site should not be considered an offer or a solicitation to purchase any specific Note. Investment opportunities are only available to pre-qualified individuals or entities and are offered under exemptions from the prospectus requirements of applicable securities laws, including the offering memorandum prospectus exemption. No offer or solicitation may be made prior to the delivery of a definitive offering memorandum or other applicable prospectus exemption documents. A copy of the Offering Memorandum of Loop Funding is available to be viewed by registered Lenders at www.lendingloop.ca/offering_memorandum

Questions and Complaints

If you have any questions about the Terms, the Privacy Policy, the Site or any other aspect of our operations or if you wish to make a complaint, please contact us by telephone at 1 (888) 223-5667 or by e-mail at compliance@lendingloop.ca.

If you elect to make a written complaint, please review the process outlined at https://www.lendingloop.ca/file-complaint

While all complaints and claims receive fair consideration, the filing of a complaint alone does not guarantee a satisfactory response or conclusion.

With respect to complaints, please note that you are responsible for all actions taken with your Credentials and you are bound by the Terms, the Loan Documents and the Note Purchase Documents, as may be applicable.

While Loop Entities will use all reasonable efforts to ensure the functionality of the Site and uninterrupted access to the Site, access may be suspended, restricted or terminated at any time. Loop Entities will not be responsible for any loss or damage suffered by any person, including any User, Borrower or Lender, because of any such suspension, restriction or termination, as well as for any technical problem. You hereby agree that you will use the Site only for lawful purposes and in a way which does not infringe the rights of any other User, Lender or Borrower.

Should any provision of the Terms conflict with the Note Purchase Documents, the Note Purchase Documents shall prevail.

The invalidity or unenforceability of any of the provisions of the Terms will not affect the validity of any other provision and such invalid provision will be deemed to be severable. No waiver of any breach of these terms and conditions will be effective or binding unless made in writing and signed by Loop Securities, and such waiver will be limited to the specific breach waived unless otherwise provided.

The Terms, the Loan Documents and the Note Purchase Documents, as may be applicable, will constitute the entire agreement between you and the Loop Entities with respect to all of the matters herein.

Your obligations pursuant to Terms, the Loan Documents and Note Purchase Documents, as may be applicable, shall survive the closing of your account.

Investment opportunities are only available to qualified individuals or entities and are offered under exemptions from the prospectus requirements of applicable securities laws, including the offering memorandum prospectus exemption. No offer or solicitation may be made prior to the delivery of a definitive offering memorandum or other applicable prospectus exemption documents. A copy of the Offering Memorandum of Loop Funding is available to be viewed by registered Lenders at www.lendingloop.ca/offering_memorandum.

The validity, interpretation and enforcement of the Terms are governed by the laws of the Province of Ontario and the applicable laws of Canada. You hereby consent and submit to the exclusive jurisdiction of the courts located in the City of Toronto in the Province of Ontario, Canada, in all disputes arising out of or relating to the use of the Site, the Terms and/or the Privacy Policy.

Waiver of Recourse

You release and hold harmless Loop Entities, their respective officers, directors, employees, consultants, representatives, agents, successors and assigns from and against any claim, cause of action or demand of any nature whatsoever arising from your use of the Site.

Warranty Disclaimer

UNLESS OTHERWISE SPECIFICALLY PROVIDED FOR UNDER APPLICABLE LAW YOUR USE OF THE SITE IS PROVIDED TO YOU "AS IS" AND “AS AVAILABLE”. LOOP ENTITIES EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND LOOP ENTITIES’ SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SITE, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE SITE AT ANY TIME.

Limitations of Liability

UNLESS OTHERWISE SPECIFICALLY PROHIBITED BY LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOOP ENTITIES 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 SITE, 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 ENTITIES 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 ENTITIES’ LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT ANY LOOP ENTITY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

You and every party for whom you act agree to indemnify, hold harmless and defend Loop Entities, as well as their respective officers, directors, employees, agents, consultants, representatives, agents, 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 these Terms or the Privacy Policy; (ii) your access to, use or inability to access or use the Site; (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 Entities in the contestation of any such claim, demand, liability, cost or expenses.

Void or Unenforceable Provisions

If any provision of the Terms 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.

The Terms apply for the benefit of Loop Entities, their officers, directors, employees, consultants, representatives, agents, successors and assigns. You cannot assign the Terms or the rights and obligations granted to you thereunder without the express prior written consent of Loop Securities, which Loop Securities may refuse at its discretion. Loop Entities may assign the Agreement and the rights and obligations granted thereunder without your consent.

No consent or waiver by a party of any breach or default by another party under the Agreement shall be construed as consent to or waiver of a continuing breach or default or any other breach or default of these obligations or any other obligation of that party, or shall be enforceable unless it is given in writing and signed by all parties.

All rights not expressly granted by the Terms or the Privacy Policy are reserved by Loop Entities.

These Terms were updated as of September 26, 2019.