Cubeler Platform General Terms of Use

WELCOME TO CUBELER!

BY ACCESSING THE CUBELER.COM WEBSITE, USING THE CUBELER DATA ANALYSIS SOFTWARE (THE “DAS” AS DEFINED BELOW), THE SERVICES (AS DEFINED BELOW) OR THE SOFTWARE AND OTHER SERVICES MADE AVAILABLE TO YOU FROM TIME TO TIME BY CUBELER (COLLECTIVELY, THE “CUBELER PLATFORM”), OR BY REGISTERING YOUR BUSINESS TO USE OUR SOFTWARE AND SERVICES, YOU AGREE TO BE BOUND BY THESE CUBELER PLATFORM GENERAL TERMS OF USE (THE “TERMS AND CONDITIONS”) AND TO USE THE CUBELER PLATFORM IN THE WAY AND FOR THE PURPOSES THAT IT WAS INTENDED AND ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS. IT IS THEREFORE IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS VERY CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS BELOW, PLEASE EXIT THE CUBELER PLATFORM, DO NOT REGISTER YOUR BUSINESS ON THE CUBELER PLATFORM AND DO NOT DOWNLOAD, INSTALL OR USE ANY OF OUR SOFTWARE AND SERVICES IN ANY WAY.

BY ACCESSING THE CUBELER PLATFORM OR REGISTERING FOR THE SERVICES, YOU CERTIFY THAT YOU ARE EIGHTEEN (18) YEARS OLD OR OLDER, THAT YOU ARE A CANADIAN RESIDENT AND THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE BUSINESS BEING REGISTERED TO THESE TERMS AND CONDITIONS.

Description of Services

The Cubeler Platform was created to help small and medium sized business owners just like you find the credit solutions they need to help manage and grow their businesses. The Cubeler service is a loan/credit matching and referral service that brings together business owners and a variety of lenders (the “Platform Lenders”) who are looking to lend to them. The Platform Lenders enter their lending criteria into their Cubeler accounts while Cubeler uses a downloadable software agent (the “Data Analysis Software” or “DAS”) to retrieve the businesses’ data directly from their accounting software. Cubeler analyses data from the Platform Lenders and data from the businesses and matches the Platform Lenders’ lending criteria with all the businesses that match those criteria. Cubeler then shows each Platform Lender all of its loan/credit matches (its “Qualified Leads”) and each business owner all of its loan/credit matches (its “Pre-qualified Offers”), if any. Once presented with their Pre-qualified Offers, Cubeler registered businesses can review and compare the details of their Pre-qualified Offers, and are given the option to be taken directly to the related Platform Lenders’ websites to apply for the Pre-qualified Offers that best suit their needs (the “Services”).

Account Registration

By going through and completing the registration process, which implies that you have read and accepted these Terms and Conditions, constituting a legally binding agreement (the “Agreement”) between you and us (“us”, “we” and “Cubeler” means Cubeler Inc. hereinafter), that you have downloaded and installed the DAS, and that you have provided the information requested to complete the process, you will be entitled to receive the Services and any additional services we may develop in the future for registered users. You agree, represent and warrant that all information you provide to us about yourself and the business, upon registration and from time to time in connection with the use of the Cubeler Platform, will be true, accurate, current and complete, as we will rely on this information to provide the Services. You are required to keep all such information up to date and accurate. You may register an account for a business that you are not the business owner or principal. However, if you do so, you represent and warrant that you have been authorized and directed by the business's owner(s) and/or principal(s) to open the account, that you have shared all user names, passwords and access credentials with the authorized representatives of the business and that you have provided us with the business contact information of at least one such authorized representative of the business.

There are no fees to register your business on Cubeler. You can review your credit offers and accept as many offers as you like completely free of charge.

By registering for an account and using the Cubeler Platform, you accept all responsibility for maintaining your username, password, account details and all information required in connection with your access and use of the Cubeler Platform confidential and up to date, for controlling and limiting access to your account and any other user accounts created under and associated with your account, and for all activities that occur under your account and any other user accounts associated with your account. We may suspend or terminate your account, including all user accounts associated with your account, or your use of the Cubeler Platform or otherwise deny you access to the Cubeler Platform at any time without notice and for any reason, including, without limitation, if we suspect that information you have provided is untrue, inaccurate, not current, or incomplete. You agree that we will not be liable to you or any third party if we suspend or terminate your access to the Cubeler Platform for any reason.

You agree to notify us immediately of any unauthorized access to or use of your account or any other user accounts associated with your account.

By registering on the Cubeler Platform you authorize us (i) to retain a copy of all information received from you, the DAS or third parties, about you and your business, including, but not limited to, your name, address, date of birth and whether or not you have ever filed for bankruptcy (collectively, your “Personal Information”), all other information you submit through the registration process, information periodically collected by the DAS, information that you submit to us from time to time, either directly or indirectly, information that you authorize us, from time to time, to collect from third parties or information you share with other registered users via the Cubeler Platform (collectively and including your Personal Information, the “Registered User Data”), and (ii) to use the Registered User Data for the purposes of providing the Services and for the other purposes set out in the Cubeler Platform and in the Cubeler Platform Privacy Policy.

Credit and Loan Offers from Platform Lenders

There are hundreds of different types of lenders out there each with their own specific lending criteria. We give Platform Lenders the ability to enter all of their specific lending criteria into their Cubeler accounts to see all of the registered businesses that match their specific criteria based on information taken directly form the businesses’ accounting software. So your Pre-qualified Offers, as a registered Cubeler user, are based on information taken from your business’ accounting software and lending criteria provided by each of the Platform Lenders. You should therefore be aware that we cannot guarantee that your business will meet the lending criteria of at least one Platform Lender so that you are presented with at least one Pre-qualified Offer during the time your business is registered on Cubeler. However, as your business’ operational data is in constant evolution and the DAS retrieves information from your accounting software on a periodical basis and Cubeler constantly re-assesses the data to see whether or not it meets the lending criteria of the Platform Lenders, and as the Platform Lenders have the ability to modify, amend, or otherwise make changes to their lending criteria, whether or not you receive Pre-qualified Offers, the number of Pre-qualified Offers, and the terms of the Pre-qualified Offers you receive may vary on a periodical basis. Since your Pre-qualified Offers depend in part on current and accurate information taken from your business’ accounting software, it is therefore your responsibility to ensure that the information in your business’ accounting software is accurate and up-to-date. We require that your business’ accounting data be updated at the very least once a month, otherwise Cubeler may not be able to perform the necessary analysis to match your business’ data with our Platform Lenders’ lending criteria and present you with any Pre-qualified Offers. The more current and up-to-date your business’ accounting data is kept, the more likely you are to be presented with attractive Pre-qualified Offers from the Platform Lenders.

You have the option to apply for each and every Pre-qualified Offer you receive through the Cubeler Platform. However, please note that we are not representatives of the Platform Lenders and cannot submit a Pre-qualified Offer application to any Platform Lender on your behalf. If you decide to apply for a Pre-qualified Offer you receive through the Cubeler Platform, you will be directed to the Platform Lender’s website to complete and submit a loan/credit application related to that Pre-qualified Offer. Although any Pre-qualified Offer you receive through the Cubeler Platform will respect the lending criteria entered on the Cubeler Platform by the Platform Lender behind the Pre-qualified Offer, we cannot guarantee that the Platform Lender in question will approve a loan/credit application submitted based on a Pre-qualified Offer presented through the Cubeler Platform. The Platform Lenders have absolute and sole discretion to approve or decline any and all loan/credit applications submitted to them, whether the submitted applications were referred to them by Cubeler or any other source. We are not responsible for the accuracy or completeness of the lending criteria information entered into the Cubeler Platform by the Platform Lenders. The Platform Lenders have absolute and sole discretion to modify, amend, or otherwise make changes to their lending criteria at any time and without notice, which may impact your Pre-qualified Offers.

Prohibited Actions and Use of the Cubeler Platform

Your use of the Cubeler Platform is subject to all applicable local, provincial and federal laws and regulations. You may only access and use the Cubeler Platform for lawful purposes. You may not use the Cubeler Platform for the purposes of committing or furthering fraudulent acts or for committing any acts that would or may lead to civil and/or criminal liability.

You agree not to use, allow or enable others to use the Cubeler Platform in any manner that is, attempts to or is likely to:

  • be illegal, unlawful, fraudulent, defamatory, libelous, indecent, discourteous, malicious, threatening, offensive, profane, obscene, racially or ethnically offensive, harassing, abusive, pornographic, discriminatory, immoral or any such manner which any reasonable person would consider objectionable on grounds of good conscience;
  • affect us adversely or reflect negatively on us, the Cubeler Platform, our goodwill, name or reputation or cause duress, distress, or discomfort to us or anyone else, or discourage any person, firm, or enterprise from using all or any portion, features, or functions of the Cubeler Platform, or from advertising, linking, or becoming a supplier to us in connection with the Cubeler Platform;
  • send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, promotions, advertising (including informational announcements), solicitations or so-called “spamming” and “phishing”; or
  • transmit, distribute, or upload content or programs that contain any viruses, Trojan horses, malware, spyware, worms, corrupted files or other disabling devices, material, software or harmful components intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.

You also agree not to use any means to restrict or prevent another user from accessing or enjoying the Cubeler Platform, and not to sell, pledge, sublicense, assign or otherwise deal with the Cubeler Platform or any software belonging to us in a manner that infringes upon or misappropriates any copyright, patent, trademark, trade secret, publicity rights or other intellectual property or proprietary rights of Cubeler or any third party.

Furthermore you agree not to attempt to gain unauthorized access to the Cubeler Platform or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means.

Unless you have been specifically permitted to do so in a separate agreement with Cubeler, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the contents, the intellectual property of Cubeler and the Services for any purpose.

Updates and/or Changes to the Cubeler Platform

We reserve the right to update, modify, improve and otherwise make changes to the Cubeler Platform from time to time, at any time and without prior notice. However, whenever such changes are made and are deemed, in Cubeler’s sole discretion, to have a significant impact on the Services, we will notify you within ten (10) business days of the date on which the changes took effect by sending an email to the primary email address specified for your account.

We may also limit the geographic locations or jurisdictions where the Cubeler Platform may be available.

Updates to the Cubeler Agent and Other Downloadable Items

By downloading and installing the DAS and/or any other downloadable items made available to you through the Cubeler Platform, you consent to the download of, updates to, and software installation to your computer and you accept our terms of use then in effect for the downloadable item(s).

User Communication Features and User-provided Content

The Cubeler Platform may include bulletin board and user comment services, chat areas, rating systems, news groups, and other forums designed to enable you to communicate with and share information with others users (the “User Communication Features”). You understand that the User Communication Features are an integral part of the Cubeler Platform and that by accessing and using the Cubeler Platform you may be exposed to content that is offensive, indecent, or objectionable. You agree to use the User Communication Features only to post, send and receive messages and materials that are proper and, where applicable, related to the particular subject matter for which the User Communication Features are provided. We do not pre-screen, monitor or edit content of any User Communication Features. We may, but are not obligated to, monitor or review the content of any such User Communication Features. We reserve the right to remove any material and/or content that, in our sole discretion, is in breach of these Terms and Conditions and to suspend or terminate your account and any accounts associated with it in the event of such breach.

If you decide to participate by providing your opinion or share your experience with a particular Platform Lender by writing a Lender Review, or to contribute to the Lender Rating system as part of the User Communication Features, you agree to provide a fair and honest opinion of your experience with the Platform Lender.

Lender Ratings and Lender Reviews are provided by other users and may not necessarily represent a fair depiction of the Platform Lenders. We are not responsible and do not endorse any Lender Ratings or Lender Reviews. You are therefore cautioned to use discretion when factoring Lender Ratings and Lender Reviews in the process to determine whether or not to apply for Pre-qualified Offers you receive through the Cubeler Platform from any of the Platform Lenders.

Security and Network Restrictions

You may not access or use the Cubeler Platform to violate the security or integrity of our network, computer or communications system or software applications. This includes, without limitation, attempting to obtain unauthorized access to attempt to probe, scan, or test the vulnerability of a system or its security or authentication measures, to intercept data or traffic, and forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. You may not access or use the Cubeler Platform to make or attempt to make network connections to any users, hosts, or networks unless you have permission to communicate with them as part of the User Communication Features of the Cubeler Platform. This includes, without limitation, monitoring or crawling of a system that impairs or disrupts the system being monitored or crawled, denial of service attacks, intentional interference with a system, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques, operating network services like open proxies, open mail relays, or open recursive domain name servers and using manual or electronic means to avoid any use limitations placed on a system, such as access and storage restrictions. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing confidential information to the extent we deem it necessary, in our sole discretion, to comply with applicable law. We also may cooperate with applicable law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms and Conditions.

Location of Cubeler Platform and Territorial Restrictions

The Cubeler Platform is made available to individuals and businesses located in Canada only. You are not permitted to register for, access or use the Cubeler Platform in any jurisdiction outside of Canada which would subject us to the laws of, or any registration requirement with, such jurisdiction. We control and operate the Cubeler Platform from Canada and we make no representations or warranties that the Cubeler Platform is appropriate for access or use in other jurisdictions.

Links to Third Party Websites or Applications

There may be links within the Cubeler Platform to third party sites or applications or the Cubeler Platform may include third party content that we do not control, maintain or endorse (all such sites or applications and third party content, collectively “Third Party Content”). You expressly acknowledge and agree that we are in no way responsible or liable for any Third Party Content, including, without limitation, any damages, losses, failures or problems caused by, related to or arising from such Third Party Content. Your correspondence and business dealings with third parties, including with respect to Pre-qualified Offers made by Platform Lenders, the loan/credit applications you complete and submit to Platform Lenders, and any terms, conditions, policies, representations or warranties associated with such business dealings, are solely between you and the third party. You should review all of the relevant terms, conditions, policies, representations or warranties associated with such Third Party Content, including any privacy policies and terms of service that may be on a third party site or application that you visit or use. We disclaim any harm, including, without limitation, harm related to your Personal Information, that may arise out of or related to your access to or use of Third Party Content, including Third Party Content that is available on or through the Cubeler Platform.

Intellectual Property

Materials on and relating to the Cubeler Platform, including the content of the Cubeler Platform, the Cubeler logo, the trade names used on the Cubeler Platform and any other downloadable items made available to you on the Cubeler Platform, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your Registered User Data, we reserve all rights in and to such materials and do not grant you any right in such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Cubeler Platform or any other downloadable items made available on the Cubeler Platform, or any content therefrom without our express prior written consent. You will also take all reasonable steps to prevent any unauthorized use, copying or transfer of materials on or relating to the Cubeler Platform.

By using the Cubeler Platform, you acknowledge that Cubeler and its licensors, suppliers and Lender Partners own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Cubeler Platform. The technical procedures, processes, concepts and methods of operation that are inherent within the Cubeler Platform constitute trade secrets. Your usage of the Cubeler Platform does not constitute a sale or transfer of any intellectual property rights to you from us, and Cubeler, its licensors, suppliers and the Platform Lenders shall retain all of their respective intellectual property rights. Without any prejudice to the foregoing, your Registered User Data, including any information or data you provide or share in the use of the User Communication Features shall at all material times remain your property.

By submitting, posting or displaying Registered User Data on or through the Cubeler Platform, you grant us a perpetual, non-exclusive, transferable, unlimited, worldwide, irrevocable, sub-licensable and royalty-free license to publish, host, copy, distribute, modify, create derivative works from, reproduce, display, perform, transmit, process or otherwise use in any manner whatsoever and in all formats or distribution methods now known or developed hereafter, all or any portion of the Registered User Data (to the exception of your Personal Information which shall be used in accordance with our Privacy Policy) for the purposes of providing, optimizing, improving and promoting the Cubeler Platform. You agree to grant us this license without any obligation or compensation to you other than providing you with the Services as long as you remain a registered user. You further agree this license includes the right for us to publish the Registered User Data in a searchable format that may be accessed by the Platform Lenders.

You are permitted to use the intellectual property of Cubeler only on the Cubeler Platform and you may not copy, reproduce, distribute, republish, display, post or transmit in any form (including, without limitation, linking to or mirroring) the intellectual property of Cubeler without our express prior written consent.

The Cubeler Platform may also display company, product, and service names and logos that are trademarks or service marks owned by the Platform Lenders or other business partners (the “Partner IP”). Nothing in the Cubeler Platform grants you, by implication or otherwise, any license or right to use copy, display, distribute, modify, or reproduce any of the Partner IP.

Warranties and Disclaimers

USE OF THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S), AND ANY CONTENT AND ANY MATERIALS OBTAINED THROUGH YOUR USE OF THE CUBELER PLATFORM IS AT YOUR OWN RISK. WE MAY DISCONTINUE OR MAKE CHANGES TO THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S) OR ANY CONTENT AT ANY TIME WITHOUT ANY LIABILITY TO YOU OR ANY THIRD PARTY. NONE OF CUBELER, ITS PRINCIPALS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONSULTANTS, AFFILIATES, REPRESENTATIVES, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, VENDORS, INDEPENDENT CONTRACTORS, LICENSORS OR REPRESENTATIVES (THE “CUBELER STAKEHOLDERS”) UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY CONTENT OR OTHER INFORMATION PUBLISHED THROUGH THE CUBELER PLATFORM.

WE PROVIDE THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S) AND ANY CONTENT “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND NEITHER WE NOR THE CUBELER STAKEHOLDERS MAKE ANY WARRANTIES ABOUT THE RELIABILITY, ACCURACY OR USEFULNESS OF THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S) OR ANY CONTENT, OR ABOUT THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM US OR VIA THE CUBELER PLATFORM. THE CUBELER STAKEHOLDERS FURTHER MAKE NO REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS THAT: (I) THE CUBELER PLATFORM WILL MEET YOUR REQUIREMENTS; (II) THE CUBELER PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE QUALITY OF ANY CONTENT, THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S), INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE CUBELER PLATFORM WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED.

FURTHER, THE CUBELER STAKEHOLDERS DISCLAIM ALL OTHER WARRANTIES RELATING TO THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S) OR ANY CONTENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES ARE REQUIRED BY APPLICABLE LAW.

YOU ACKNOWLEDGE THAT WE ARE SOLELY AN INTERMEDIARY BETWEEN YOU AND THE PLATFORM LENDERS. YOU ALSO ACKNOWLEDGE THAT THE CREDIT OFFERS PRESENTED TO YOU ON THE CUBELER PLATFORM ARE BASED ON DATA THAT COMES FROM YOU AND THE PLATFORM LENDERS, AND THAT WE HAVE NO CONTROL OVER SAID DATA. THE CUBELER STAKEHOLDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE ANALYSIS OF THE FINANCIAL SITUATION OF THE BUSINESS OR CREDIT OFFERS PRESENTED TO YOU ON THE CUBELER PLATFORM, INCLUDING, WITHOUT LIMITATION, THE INACCURACY OR INCOMPLETENESS OF ANY SUCH ANALYSIS OR CREDIT OFFERS, THE AVAILABILITY OR LEGALITY OF ANY SUCH ANALYSIS OR CREDIT OFFERS, OR ANY TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS CONTAINED IN SUCH ANALYSIS OR CREDIT OFFERS.

Limitation of Liability

YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE CUBELER STAKEHOLDERS FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THESE TERMS AND CONDITIONS; (II) THE USE OF THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S) AND ANY CONTENT MADE AVAILABLE TO YOU ON THE CUBELER PLATFORM, INCLUDING THROUGH THE USER COMMUNICATION FEATURES; (III) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (IV) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; (V) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATE TO THE USE OF THE CUBELER PLATFORM; (VI) SOMEONE OTHER THAN YOU OR A DULY AUTHORIZED REPRESENTATIVE OF YOUR BUSINESS USING YOUR USER NAME, PASSWORD OR ACCOUNT, EITHER WITH OR WITHOUT YOUR CONSENT AND/OR KNOWLEDGE; OR (VII) AN ACTIVITY THAT OCCURS ON OR THROUGH YOUR ACCOUNT, WHETHER OR NOT YOU WERE DIRECTLY OR PERSONALLY RESPONSIBLE; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN.

FOR GREATER CERTAINTY, IN NO EVENT SHALL THE CUBELER STAKEHOLDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE TERMS AND CONDITIONS OF USE OF THE CUBELER PLATFORM OR YOUR USE OF, OR INABILITY TO USE, THE CUBELER PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE CUBELER PLATFORM, ANY DOWNLOADABLE ITEM(S) AND ANY CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU'VE PAID US IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS (IF ANY), UP TO A MAXIMUM OF TWO HUNDRED CANADIAN DOLLARS (CAD$200). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT AND YOU FURTHER AGREE THAT THE PLATFORM LENDERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS.

WITHOUT PREJUDICE TO THE FOREGOING, SHOULD THERE BE A FAILURE OF OR ERROR, OMISSION, DEFECT, DEFICIENCY, DELAY CAUSING DOWNTIME, OR YOUR INABILITY TO ACCESS THE CUBELER PLATFORM FOR ANY LENGTH OF TIME, INCLUDING AS A RESULT OF THE PERMANENT TERMINATION OF THE CUBELER PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE SET OUT HEREIN, YOUR ONLY REMEDY FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, DELAY OR OTHER FAILURE OF THE CUBELER PLATFORM WHATSOEVER IS TO DISCONTINUE ACCESSING AND USING THE CUBELER PLATFORM.

Indemnity

You agree to defend (if requested by us), indemnify and hold harmless the Cubeler Stakeholders from and against any and all claims, losses, expenses, demands or liabilities, including attorneys' fees and costs, incurred by the Cubeler Stakeholders in connection with any claim by a third party arising out of or in any way related to: (A) your use of the Cubeler Platform; (B) your violation or alleged violation of these Terms and Conditions, including, without limitation, your violation or alleged violation of any applicable law; (C) your infringement or alleged infringement of any intellectual property or other right of any other person or entity; (D) someone other than you or a duly authorized representative of your business using your user name, password or account, either with or without your consent and/or knowledge; or (E) an activity that occurs on or through your account, whether or not you were directly or personally responsible. The Cubeler Stakeholders reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.

Force Majeure

Neither party should be held liable for a delay or failure in performance of the Services caused by reason of any occurrence of an unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, fire, insurrections, legislative changes, and governmental actions.

Severance

All provisions of these Terms and Conditions, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these provisions should be determined to be unenforceable the remaining provisions of these Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable

Governing Law and Dispute Resolution

Except as otherwise set out herein, these Terms and Conditions shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Quebec, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. These Terms and Conditions and any actions whatsoever taken by you in connection herewith and with the Cubeler Platform will be deemed to have been performed in Quebec, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Québec, Canada, judicial district of Montréal.

You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

Waiver

Our failure to enforce any of our rights or to act with respect to a breach of the terms of these Terms and Conditions by you or others does not constitute a waiver of any such rights and will not limit our rights with respect to such breach or any subsequent breaches. No waiver by us of any of the provisions in the terms of these Terms and Conditions will be of any force or effect unless made in writing and signed by a duly authorized officer of Cubeler.

General

We grant you a non-exclusive, non-transferable limited license to access and use the Cubeler Platform and related resources in accordance with the terms of these Terms and Conditions. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.

You acknowledge that you must provide for your own access to the Internet and to ensure that the computer on which your business’ accounting software is installed has an uninterrupted connection to the Internet lasting at least thirty (30) minutes at least four (4) times per month, which the DAS will require in order to retrieve your business’ accounting data. You also agree to update your business’ accounting data at least once a month, otherwise Cubeler may not be able to perform the necessary analysis to match your business’ data with Platform Lenders’ lending criteria and present you with any Pre-qualified Offers.

You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.

Privacy Policy

The Cubeler Platform Privacy Policy is hereby incorporated into these Terms and Conditions and applies to the collection, use, disclosure, retention, protection and accuracy of information collected and received from you for the purposes of the Cubeler Platform.

Termination

We may terminate these Terms and Conditions and your use of the Cubeler Platform at any time without notice, including, without limitation, if you breach any of the terms of these Terms and Conditions. You may withdraw your consent to comply with these Terms and Conditions or our Privacy Policy at any time by contacting us at 1-866-557-5094 ext.: 599 and to close your Cubeler account. You will then be sent an email for confirmation that the account is being closed by the rightful account holder. Once you’ve provided the required confirmation, we will disable your account, which will be inactive and not accessible to anyone other than Cubeler’s authorized personnel. As we must comply with certain recordkeeping and information retention requirements, we cannot delete all of your account information outright when you request to close your account. Except to the extent necessary for legal or regulatory recordkeeping purposes, your data will be anonymized and retained in our database.

Terms of Use Modifications

We reserve the right to update, modify and otherwise make changes to these Terms and Conditions from time to time, at any time and without prior notice. We will however notify you within ten (10) business days of the date on which any modifications to these Terms and Conditions were made, specifically indicating what changes/modifications were made. By continuing to access and use the Cubeler Platform after having received notice of a change/modification to these Terms and Conditions, you are agreeing to be bound by the then current version of these Terms and Conditions.