Privacy Policy and Terms of Use

Privacy Notice

This privacy notice discloses the privacy practices for MyBrokerBee.Inc. (hereinafter referred to as “MyBrokerBee”, “We”, and “us”.) This privacy notice applies solely to information collected by this website. It will notify You of the following:

  1. What personally identifiable information is collected from You through the website, how it is used and with whom it may be shared.
  2. What choices are available to You to view and modify Your data.
  3. The security procedures in place to protect the misuse of Your information.

In order to use this website, a user must first complete the registration form. During registration, a user is required to give certain information (such as name and email address). This information is used to contact You about the products/services on our site in which You have expressed interest. At Your option, You may also provide demographic information (such as gender or age) about Yourself, but it is not required.

We use “cookies” on this site. A cookie is a piece of data stored on a site visitor’s hard drive to help us improve Your access to our site and identify repeat visitors to our site. For instance, when we use a cookie to identify You, You would not have to enter Your info more than once. Cookies will not apply to passwords, thereby saving time while on our site. Cookies can also enable us to track and target the interests of our users to enhance the experience on our site. Usage of a cookie is in no way linked to any personally identifiable information on our site.

Information Collection, Use, and Sharing

Definition: We consider “Information” to mean any personal information, recorded in any form, about an identified individual or an individual whose identity may be inferred or determined from such information, other than business contact information (e.g. name, title, business address). This includes, but is NOT limited to, Your name, contact information, payment information, financial information, credit and background checks, and email address. This Policy does not cover business contact information or aggregated data from which the identity of an individual cannot be determined. We maintain the right to use business contact information and aggregated data in any way that is deemed appropriate in our sole discretion.

Personal Information Collected Upon Registration: When You create or reconfigure an account, You provide some Personal Information, such as Your name, contact information, payment information, email address, etc. Some of this Personal Information, for example, Your name, userIDand username, may be listed publicly on our Services, including on Your profile page and in search results. Some Services, such as search, public user profiles and viewing lists, do not require registration.

Age Limitation: Registration is limited to persons of age 18 and older. We do not knowingly collect information from persons under 18 years old. Registration requires a birth date to register for our Service; accordingly, You will not be able to enter a birth date that indicates that You are less than 18 years old.

Links: The Website may keep track of how You interact with links or Content by redirecting clicks or through other means. We do this to help improve our Services and to be able to share aggregate click statistics, such as how many times a particular link was clicked on.

Device Identifiers: When You use a mobile device like a tablet or phone to access our Service, we may access, collect, monitor, store on Your device, and/or remotely store one or more “device identifiers.” A device identifier may be data stored in connection with the device hardware, data stored in connection with the device’s operating system or other software, or data sent to Your device.

Surveys/Contests: From time-to-time, our site requests information via surveys or contests. Participation in these surveys or contests is completely voluntary and You may choose whether or not to participate and therefore disclose this information. Information requested may include contact information (such as name and shipping address), and demographic information (such as zip code, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the use and satisfaction of this site.

Third Party Services: We use a variety of services hosted by third parties to help provide our Services, and to help us understand the use of our Services, such as Google Analytics. These services may collect information sent by Your browser as part of a web page request, such as cookies or Your IP request.

Email Communications to Website: You may decide to send the Website personally identifying information in an e-mail message which might contain information or inquiries about Website products or Services. The Website will use this information to identify You as a Website member and to respond to the e-mail. The Website will only use the information obtained to resolve the issue identified in the email. We never sell e-mail addresses. You may change or request deletion of Your Personal Information by contacting [email protected]

Ownership: We are the sole owners of the information collected on this site. We only have access to/collect information that You voluntarily give us via email or other direct contacts from You. We will not sell or rent this information to anyone.

Communication with Borrower: We will never market to the borrower directly and the borrower will always remain your client . We act as the facilitator of the transaction based on the information provided by You and the lender.

Communication: We will use Your information to respond to You, regarding the reason You contacted us. We will not share Your information with any third party outside of our organization, other than as necessary to fulfill Your request, e.g. to facilitate an order or transaction.  Unless You ask us not to, we may contact You via email in the future to tell You about specials, new products or services, or changes to this privacy policy.  By using this website you authorize us to do the foregoing.

Sharing Information: We share aggregated demographic information with our partners and advertisers. This is not linked to any personal information that can identify any individual person.

We partner with another party to provide specific related services. When the user signs up for or agrees to these services, we will share names or other contact information that is necessary for the third party to provide these services. These parties are not allowed to use personally identifiable information except for the purpose of providing these services.

Extended Use: In addition, the specific uses of personal information we describe in this Policy, MyBrokerBee, or its lenders, may use personal information that we receive to:

  1. Establish a commercial relationship with You;
  2. Provide You with optional products and Services;
  3. Develop, test and release new products and features;
  4. Provide You with exceptional ongoing customer communication and service;
  5. Help You efficiently access Your information after You sign in;
  6. Remember information so You will not have to re-enter it during Your visit or the next time You visit our Website;
  7. Provide personalized content and information to You and others, which could include online ads or other forms of marketing;
  8. Provide, improve, test, and monitor the effectiveness of our Website;
  9. Monitor metrics such as total number of visitors, traffic, impressions, and demographic patterns;
  10. Process payments for Products and Services through a third party;
  11. Diagnose or fix technology problems as they occur;
  12. Use best efforts to meet or exceed legal and regulatory requirements; and
  13. Such other purposes consistent with these objectives.

Our use of personal information is limited to the purposes described in this Policy, or as otherwise required by law, and We do not otherwise sell, trade, barter, exchange or disclose for consideration any Personal Information that We have obtained.  We may share or disclose Your information with Your consent, such as when You use a third-party web client to access Your account. In addition, where appropriate, specific authorizations or consents may be obtained from time to time.

Without Consent: Please note that there are circumstances where the use and/or disclosure of Personal Information may be justified or permitted or where We are obliged to disclose information WITHOUT consent. Such circumstances are consistent with the Personal Information Protection and Electronic Documents Act and the Digital Privacy Act and may include, but are not limited to:

  1. where required by law or by order or requirement of a court, administrative agency or governmental tribunal;
  2. where MyBrokerBee believes, upon reasonable grounds, that it is necessary to protect the rights, privacy, safety or property of an identifiable person or group;
  3. where it is necessary to establish or collect monies owing to MyBrokerBee;
  4. where it is necessary to permit MyBrokerBee to pursue available remedies or limit any damages that We may sustain;
  5. where MyBrokerBee believes, upon reasonable grounds, that a breach of an agreement or contravention of a law has been, or is about to be committed and that it is reasonable to expect that disclosure with the knowledge or consent of the individual would compromise the investigation;
  6. where MyBrokerBee believes, upon reasonable grounds, that fraud is likely to be committed, and it is necessary to use the Personal Information to detect, suppress or prevent fraud, and that it is reasonable to expect that disclosure with the knowledge or consent of the individual would compromise the investigation;
  7. where it is necessary to assess, process or settle an insurance claim.

Service Providers: We engage certain trusted third parties to perform functions and provide services to us. We may share Your Personal Information with these third parties, but only to the extent necessary to perform these functions and provide such services, and only pursuant to obligations mirroring the protections of this Policy.

Law and Harm: We may disclose Your information if we believe that it is reasonably necessary to comply with a law, regulation or legal request; to protect the safety of any person; to address fraud, security or technical issues; or to protect the Website’s rights or property.

Business Transfers: In the event that MyBrokerBee is involved in a bankruptcy, merger, acquisition, reorganization or sale of assets, Your information may be sold or transferred as part of that transaction. The promises in this Policy will apply to Your information when transferred to the new entity.

Non-Private or Non-Personal Information: We may share or disclose Your non-private, aggregated or otherwise non-Personal Information, such as Your public bio or the number of users who clicked on a particular link.

Other Websites and Services: Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies.  We are not responsible for the practices employed by any websites or services linked to or from our website, myBrokerBee.com, including any User websites or third party websites and the information or content contained within them.  Your browsing, use, and interaction on any third-party website or service, including those that have a link on our website myBrokerBee.com, are subject to that third party’s own rules and policies. In addition, You agree that we are not responsible and do not have control over any third parties that You authorize to access Your content. If You are using a third-party website or service and You allow them to access Your content You do so at Your own risk. You indemnify myBrokerBee from any loses You may incur.  This website contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.

Your Access to and Control Over Information

You may “opt-out” or  “unsubscribe” of any future contacts from us at any time or cancel Your account as long as there are no amounts owing to Us by You. You can do the following at any time by contacting us via the email address or phone number is given on our website or within the communication or website itself:

  •    See what data we have about You, if any.
  •    Change/correct any data we have about You.
  •    Have us delete any data we have about You.
  •    Express any concern You have about our use of Your data.

Security And Protection of Personal Information

We take precautions to protect Your information. When You submit sensitive information via the website, Your information is protected both online and offline.

Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for “https” at the beginning of the address of the Web page.

While we use encryption to protect sensitive information transmitted online, we also protect Your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.

MyBrokerBee endeavors to maintain appropriate protections, physical, procedural and technical security with respect to our offices and information storage facilities so as to prevent any loss, misuse, unauthorized access, disclosure, or modification of Personal Information. MyBrokerBee applies these same endeavors to the physical disposal or destruction of any personal information.

MyBrokerBee will use every reasonable effort to protect Your personal information and any financial or payment information provided by restricting its access to employees who need to have knowledge of that information in order for us to provide our services, determined by the management of MyBrokerBee.com.

Changes to this Policy

MyBrokerBee reserves the right to revise, change or modify this Policy from time to time without advance notice to you or your agreement.

​What is​ posted will be considered the most current version of the Policy and will govern our use of Your information and will always be at MyBrokerBee.com. MyBrokerBee will at its sole discretion make a change or changes to this Policy, if the change is material in nature MyBrokerBee will endeavor to notify You either via a website update or via the email associated with Your account. If You continue to access or use the MyBrokerBee’s services after those changes become effective, You agree to be bound by the revised Policy.

Disclaimer

Our team works hard to protect Your information. However, no data transmission over the internet is guaranteed to be absolutely secure, and MyBrokerBee cannot ensure or warrant the security of any information You transmit to this website. If You choose to transmit personal information is done at Your own risk.

Contact

Please direct any questions or comments about our policies to our team at [email protected].

MYBROKERBEE TERMS OF USE – LENDERS

1. ACCEPTANCE OF TERMS

Mybrokerbee Inc , provides Services (as defined below) to You through this website Mybrokerbee and access to and use of this Website and the Services are provided to You subject to Your acceptance of and compliance with the following terms and conditions Terms

By indicating Your acceptance below, You acknowledge that You have read, accepted, and agreed to these Terms. If You do not agree to these Terms, You will not be able to use this Website.

If You are accepting these terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its brokers, agents, employees and affiliates to these terms, in which case the terms “You” or “Your” shall refer to such entity and its brokers, agents, employees and affiliates. If You do not have such authority, or if You do not agree with these terms of use, You must not accept these terms of use and may not use this Website or Services.

In addition, when using the Services, You will be subject to any posted guidelines, rules and policies applicable to such Services which may be posted from time to time. All such guidelines, rules, and policies are hereby incorporated by reference into these Terms. The Company reserves the right to change these Terms at any time without prior notice and Your continued access or use of this Website or the Services after such changes indicates Your acceptance of the Terms as modified. It is Your responsibility to review these Terms regularly. These Terms were last updated on January 18, 2018.

These Terms are an agreement between You and the Company.

If You do not agree with one or more of these Terms, do not access or use this Website or the Services.

2. REGISTRATION OBLIGATIONS

To use certain areas of this Website, You must first complete the registration process to create an account (“Account”) and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to You and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of Your Credentials and You will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of Your Credentials. You will not permit any other person to use Your Account or Credentials, and You will immediately notify the Company if You know or suspect that Your Account or Credentials have been used by any other person.

During the registration process, You will provide true, accurate, current and complete information about Yourself as prompted by the Website’s registration form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or complete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, the Company has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof) by You. Individuals under 18 years of age cannot register on any portion of this Website.

The Company may act upon any communication that is given through Your Account or by using Your Credentials. The Company is not required to verify the actual identity or authority of a person using Your Account or Credentials, but the Company may in its discretion at any time require verification of the identity of a person seeking to access Your Account and may deny access to and use of Your Account if the Company is not satisfied with the verification. If the Company, in its discretion, considers Your Account or Credentials to be unsecure or to have been used inappropriately, then the Company may immediately cancel the Account or Credentials without any notice to You. You may be required to change Your Credentials from time to time.

3. DESCRIPTION OF SERVICES

The Company, through its proprietary Software as a Service (“SaaS”) tools that may be used to manage a loan process and may refer potential borrowers (ʺClientsʺ) using the services of Brokerages and their Agents (“Brokers” and “Agents”) using the Company’s Website who may obtain a Credit Facility from You (ʺReferralʺ) (the “Services”). The provision of the Services is subject to these Terms, the Services subscription or other Terms You accepted when using the Services.

The Company shall advise You of its lending criteria categories, and You shall provide the Company with information about the amounts it wishes to lend in accordance with the lending criteria categories defined by the Company.

The Company, in its sole discretion, may amend the lending criteria categories from time to time. It shall provide You with written notice of changes to the lending criteria categories 10 days in advance, during which You shall input its new criteria data.

You acknowledge and agree that it is ultimately the Clients who choose from which lender, if any, loans requests are made.

You acknowledge and agree that Client information will only be provided to You only if the Client has chosen the Credit Facility offered by You.

4. DUE DILIGENCE

You agree that the Company shall not perform any due diligence on any Client, Agent or Broker, except to verify that the Agent or Broker is licensed by the relevant licensing body in the Province or Territory in which it operates. It is solely Your responsibility to ensure that any representation made by Client to either the Company or You is true, and verify Client’s eligibility to enter into Your credit facilities. In no event shall You rely on any representation or warranty made by the Company regarding a Client.

5. FEES

You will pay all fees specified on the following website: FEES Except as otherwise specified herein payment obligations are non-cancelable and fees paid are non-refundable. The Company may change its fees at any time by posting a new pricing structure to the website and/or sending you a notification by email.

You will provide the Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to the Company. You agree to replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and shall not be rejected. If You provide credit card information to the Company, You authorize the Company to charge such credit card for all fees incurred by you for purchased services from time to time. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated on the following website: FEES If the website specifies that payment will be by a method other than a credit card, the Company will invoice You in advance and otherwise in accordance with the website. Invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information.

If any invoiced amount is not received by the Company by the due date, then without limiting the Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) the Company may condition future payment terms shorter than 30 days.

If any amount owing by You under this or any other agreement is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized the Company to charge to Your credit card), the Company may, without limiting its other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Company’s services to You until such amounts are paid in full.

The Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which You are responsible, the Company will invoice You and You will pay that amount unless You provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

You shall pay on demand all of the Company’s reasonable attorney fees and other costs incurred by the Company to collect any fees or charges due to the Company under this Agreement following Your failure to make payments when due.

6. COMPANY’S PRIVACY POLICY

You agree that Your Credentials, Registration Data and any other information that You provide to the Company through this Website, as well as certain other information about You, is subject to the Company’s Privacy Policy

7. CLIENT PRIVACY

You acknowledge and agree that You will comply with, and shall take all necessary steps to ensure Your actions (or lack of action) do not result in non-compliance with, the provisions of federal or provincial privacy laws and the rules and the regulations promulgated thereunder (collectively, the ʺPrivacy Lawsʺ). You hereby represent and warrant that You have, and covenant that You will continue to have, for so long as You retain personal information, appropriate administrative, technical, and physical safeguards (i) to establish and maintain procedures reasonably designed to assure security and privacy of all such information and (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any Client.

You agree that the identity of and information concerning Clients introduced to You by the Company’s authorized representatives are confidential and the Company’s business asset. All information regarding Clients is confidential and shall not be revealed by You to any person or entity except as required by law, rule regulation, or judicial authority as required by Your accountants or legal counsel, or as necessary to provide the Credit Facilities services contracted for through the Company’s Website. Notwithstanding the foregoing, You may continue to communicate with the Client as necessary to provide existing Credit Facilities services.

You shall not solicit Clients in regard to transactions regarding non-Credit Facilities or any Credit Facilities not facilitated through the Company’s Website. You shall not provide such information to any affiliate or non-affiliate, or allow any affiliate or non-affiliate to engage in such a solicitation without the express written permission of the Company.

8. USE OF THE WEBSITE

The Company authorizes You to view, download and print a single copy of materials and content provided on this Website for Your commercial use only and only in connection with Your registering with the Company or using the Services. You may not use, copy or remove any trade-mark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Website’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Website or this Website materials or content without the prior written permission of the Company is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and the Company reserves the right to suspend or terminate Your access to any part of this Website or the Services immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from Your use of this Website or the Services.

9. TRADE-MARKS AND COPYRIGHT

“We stop the Shop”, “We take the ‘Shadow’ out of Shadow Lending”, “Mybrokerbee.com”, “Mybrokerbee”, “Mybrokerbee Inc.” and related words and logos are trade-marks or trade-names of the Company in Canada and other jurisdictions. The Company is also the owner in Canada as well as other foreign jurisdictions of additional trade-marks, registered and unregistered. Nothing in these Terms or on this Website, except as specifically noted herein, will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to You to use any such marks or names or any other intellectual property right of the Company. The names of other companies, products and services referred to on this Website may be trade-marks or trade-names of their respective owners. Any unauthorized use of the trade-marks or trade-names of the Company or of third parties is strictly prohibited.

The materials provided on this Website including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Company materials remains with the Company and any unauthorized use of such materials is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law.

You agree that You will obtain the written consent of the Company for any Company related advertising, mailings, flyers and promotions.

The Company hereby grants You the right to use the Company’s Trade-Mark and in connection with the use of such Trade-Mark, You agree as follows:

a. You shall notify the Company promptly of any suspected infringement or passing off or any pending or threatened litigation or other proceeding concerning the Trade-Mark which may come to its attention;

b. Nothing in these Terms shall be deemed in any way to constitute any transfer or assignment by the Company of the Trade-Mark to You or to give You any right, title or interest in or to the Trade-Mark and You acknowledge that all trade-marks, copyrights and all other proprietary marks are and shall remain the exclusive property of the Company.

You hereby grant the Company the right to use Your Trade-Mark(s) and in connection with the use of such Trade-Mark(s), the Company agrees as follows:

a. The Company shall notify You promptly of any suspected infringement or passing off or any pending or threatened litigation or other proceeding concerning the Trade-Mark which may come to its attention;

b. Nothing in these Terms shall be deemed in any way to constitute any transfer or assignment by You of the Trade-Mark(s) to the Company or give the Company any right, title or interest in or to the Trade-Mark(s) and the Company acknowledges that all of Your trade-marks, copyrights and all other proprietary marks are and shall remain Your exclusive property.

10. USER GENERATED CONTENT

Portions of this Website allow users to post and exchange information, ideas and opinions (“User Content”), but the Company does not screen, edit or review any User Content before they are posted or transmitted. Please note that posted or transmitted User Content do not necessarily reflect the views of the Company, and the Company disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Website.

We value Your visit to this Website and welcome any questions, comments or feedback You might have about this Website, these Terms or any of the products or services offered by the Company (“Feedback”). Please refer to the Contact section of this Website for phone and fax numbers and email addresses.

If You provide User Content or Feedback, You grant the Company a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the feedback in any way and for any purpose without providing any compensation to You or any other person. You also grant the Company the right to use the name You submit with the User Content or Feedback, if any, in connection with the Company’s rights hereunder.

11. HYPERLINKS

Hyperlinks on this Website are provided for Your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. The Company has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

12. ACCEPTABLE USE AND RESTRICTIONS

In addition to complying with these Terms, You agree to use this Website, the Services and materials on this Website for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

Potential users of this Website or the Services, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing this Website illegal; are unauthorized to use this Website.

You agree not to use the Services or this Website in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.

13. INDEMNITY

You shall protect, save harmless and indemnify the Company and each of its directors, officers, employees and agents against all losses, claims, costs, damages or liabilities which they may suffer or incur and which are caused by or arising directly or indirectly by reason of:

a. any information or statement made by You or in any other material or document filed or delivered in connection with the Credit Facility being untrue or misleading or alleged to be untrue or misleading, or by reason of the omission or alleged omission to state therein any material fact or information or any other fact or information required to be stated therein or necessary to make the statements therein complete, informative and not misleading, or by reason of or arising out of any Misrepresentation or any alleged Misrepresentation in any Credit Facility document;

b. any order made or any inquiry, investigation or proceeding, whether formal or informal, commenced, anticipated or threatened, by any government, securities commission, stock exchange or other competent authority, based upon an allegation of any untrue statement or omission in any Credit Facility document;

c. Your failure to meet Your obligations pursuant to a Credit Facility;

d. the non-compliance or alleged non-compliance by You with any applicable law in connection with the transactions contemplated herein; or

e. any negligence or wilful misconduct by You relating to or connected with any Credit Facility.

If any such action or claim shall be brought, made or threatened against the Company in respect of which indemnity may be sought from You, the Company shall notify You in writing and You shall be entitled (but not obliged) to assume the defence thereof, including the employment of legal counsel acceptable to the Company, acting reasonably. If You assume such defence, the Company shall have the right to employ separate legal counsel in any such action and participate in the defence thereof, and the fees and expenses of such separate legal counsel shall be at Your expense. You shall not effect any settlement of any such action or claim of which it has assumed the defence without the Company’s written consent, such consent not to be unreasonably withheld or delayed.

To the extent that the indemnity given by You in favour of a person who is not a party to these Terms, You hereby constitutes the Agent as the trustee for such person of such indemnity and the Agent accepts such trusteeship.

14. DISCLAIMERS

You understand and agree that:
a. Use of this Website and the Services is at Your sole risk. This Website and the Services are provided on an “as is”, “as available” basis. Neither the Company, its parent, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors or third party service providers (collectively, “Company Parties”) make any warranty or condition of any kind, whether express or implied, regarding this Website or the Services and Company Parties specifically disclaim the implied warranties and conditions of merchantable quality, fitness for a particular purpose and non-infringement of third party rights, to the maximum extent permitted by law.

b. Company Parties make no warranties or conditions regarding the quality, reliability, timeliness or security of the Services or that the Services will be uninterrupted or error-free. Company Parties assume no responsibility or liability for the deletion or failure to store or access, or to store or access properly, email messages and electronic files. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services, even if You have paid for virus protection services.

c. The access to and downloading of material from this Website is done at your own risk. The Company makes reasonable efforts to ensure that this Website is virus-free, but the Company does not at any time guarantee or warrant that such materials are free of viruses, worms, Trojan horses or other destructive code. You are responsible for implementing safeguards to protect Your computer system and data and You are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of this Website or the Services.

15. LIMITATIONS OF LIABILITY

In no event will Company Parties be liable to You for any direct, indirect, consequential, incidental, special, compensatory or punitive damages or losses or damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property and claims of third parties or other pecuniary loss, arising out of or related to these Terms, the use of this Website or the Services. Company Parties will not be liable for any actual or alleged infringement by any third party materials available through the services. The foregoing disclaimers and limitations of liability apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if advised of the possibility of the loss, damage, delay, claim or liability.

These Terms do not and shall not be construed to create any partnership or agency whatsoever as between You and the Company. You shall not, by reason of any provision herein contained, be deemed to be the partner, agent or legal representative of the Company nor to have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the Company.

The Company shall not be considered to be, nor are any Company Parties, entitled to hold themselves out as Your employees, agents or representatives.

The Company is not, nor are any Company Parties, authorized to provide any details, or make any representations, on the Credit Facilities or any other product offered by You. The Company shall not be responsible or liable for any advice or product that You may provide to any Agent, Brokerage, or Client.

In any event, the Company’s liability to You with respect to each Referral shall be limited to the amount of fees received by the Company pursuant to that Referral or $500.00, whichever is less. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to You.

You acknowledge and agree that these Terms present a fair allocation of risk and liability, and that this Section 14 is an essential part of the bargain between the Parties, a controlling factor in setting any fees or other charges, and an inducement to the Parties to enter into these Terms.

16. TERMINATION

Either of You or the Company may terminate these Terms on thirty (30) days prior written notice to the other.

You and the Company shall each have the right to terminate this Agreement (except for those provisions which by their nature survive termination), upon the occurrence of any of the following events, such termination to be effective immediately upon the receipt or deemed receipt by the other party of notice to that effect:

a. if a party is in default of any of the provisions, terms or conditions herein contained and shall fail to remedy such default within five (5) days of written notice thereof from the other party;

b. the other party becomes bankrupt or insolvent (as such terms are defined by the Bankruptcy and Insolvency Act(Canada)), makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors;

c. if the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or

d. if a receiver or other custodian (interim or permanent) of any of the assets of the other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its assets or if distress is made against the other party’s assets or any part thereof.

Upon termination of this Agreement for any reason whatsoever, the following shall apply:

a. each party shall reconvey and release to the other party all rights and privileges granted by this Agreement;

b. You shall return to the Company all advertising, informational or technical material given to You by the Company;

c. Each party shall cease using the other’s trade-names and trade-marks;

d. You shall immediately pay all amounts owing by it to the Company.

17. ASSIGNMENT

You shall not, without the Company’s prior written consent, which consent may be unreasonably withheld, transfer the whole or any part of this Agreement or any of its interest, rights or obligations herein.

The Company may without Your prior consent, transfer the whole or any part of this Agreement or any of its interest, rights or obligations herein.

18. DISPUTE RESOLUTION

Any dispute arising between the parties under this Agreement shall be resolved in accordance with this section.

You agree that any complaint you may have regarding the Company must first be submitted to the Company and a bona fide attempt must be made to resolve it using the Company’s complaints process. Details of the Company’s complaints process are found here: https://mybrokerbee.com/complaint. If your complaint remains unresolved after exhausting all of the steps in the Company’s complaints process, the matter shall be resolved by arbitration in accordance with this section, and no party shall commence any action or other judicial proceeding in respect of any such dispute.

Where a dispute cannot be resolved by discussions among the parties concerned, it may be submitted to arbitration by either party to this Agreement, by the delivery of a written notice to that effect to the other party to the dispute, setting out the dispute to be arbitrated and identifying therein all issues of fact and law that are to be resolved, and specifying the date on which it is proposed to have the dispute heard before the arbitrator (which date shall be at least 30 days after the date on which the notice is given) and the name of a proposed arbitrator.

The following provisions shall govern the appointment of the arbitrator:

a. The arbitrator shall be a person at arm’s length to every party under this Agreement, and shall not have any interest in the dispute or any issue relating to the dispute, or be the holder of any security issued by any of the parties;

b. Where the arbitrator nominated above is acceptable to the other party to the dispute and that person accepts the appointment as arbitrator, the arbitrator shall be that person. Where the other party does not accept the appointment of the person nominated, that other party shall nominate a second person within five (5) Business Days of the receipt of the notice, and those two nominees shall together select a third arbitrator within five (5) Business Days of the appointment of the second nominee, and the nominees and the third arbitrator shall collectively constitute an arbitration panel, and the decision of the majority of that panel shall constitute the decision of the arbitrator for the purposes of this Agreement.

Except as otherwise provided in this Agreement,

a. the decision of the arbitrators shall be final and binding upon all the parties to the arbitration, but subject to the Arbitration Act, 1991 (Ontario);

b. the arbitration shall be conducted under and in accordance with the Arbitration Act, 1991 (Ontario) and all regulations under that Act.

A party to an arbitration may be represented by counsel, may call and examine witnesses and may present arguments and submissions orally or in writing, and may cross examine any witness called by a party adverse in interest.

The arbitrator may give such directions to either or both of the parties as the arbitrator considers necessary or advisable with respect to any matter of practice or procedure in connection with the arbitration, and each party shall comply with any such direction.

On notice to the other party, any party may apply to the arbitrator for directions concerning any matter of practice or procedure in connection with the arbitration, and any order made by the arbitrator on any such application shall be final and binding among the parties.

The arbitrator may admit as evidence in the arbitration any oral testimony under oath or document or other thing that is relevant to the subject matter of the arbitration that the arbitrator considers credible (including a copy of any document, where the arbitrator is satisfied as to the authenticity of the copy of the document), whether or not that testimony, document or thing would be admissible in a court of law, but nothing is admissible in an arbitration that

a. would be inadmissible in a court by reason of any privilege under the law of evidence; or

b. that is inadmissible under any statute,

and the arbitrator may take notice of any facts that may be judicially noticed or that are recognized technical, scientific or other facts that are within the specialized knowledge of the arbitrator.

The arbitrator shall determine the liability among the parties to any arbitration for the costs of the arbitration and the compensation of the arbitrator.

The arbitrator shall keep confidential all information submitted at the arbitration or otherwise coming to the attention of the arbitrator, except for disclosure to the parties to the arbitration, and all evidence submitted at the arbitration or provided by one party to another in connection with the arbitration shall be deemed to be privileged, and shall not be used by the party receiving or otherwise obtaining that information in connection with any other matter or proceeding, nor shall any such information be disclosed by any such party.

The arbitrator shall not be a competent or compellable witness for any party against any other party in connection with any information heard or received by the arbitrator, or disclosed to the arbitration, in the course of the arbitration under this section.

Where as a result of an arbitration award, an amount is payable by one party to another party, the party obligated to make payment shall pay the amount, within 30 days from the delivery of the arbitration award in question, together with interest thereon from the date of the award at an annual rate equal to the rate publicly quoted from time to time by the Royal Bank of Canada as being its prime rate for Canadian dollar commercial loans made at its principal branch in Toronto.

19. GENERAL

These Terms, the Privacy Policy, the Community Code of Conduct and all other notices, policies and statements contained on this Website (all as may be amended by the Company from time to time without prior notice) constitute the entire agreement between the Company and You. These Terms cannot be modified except as described herein. Anything in this Website inconsistent with these Terms is superseded by these Terms. No waiver of any of these Terms will be deemed a further or continuing waiver of such Term or any other Term. If in any jurisdiction, any of these Terms are held to be unenforceable by a court of competent jurisdiction, such Terms will be restricted or eliminated to the minimum extent necessary and the remaining Terms will otherwise remain in full force and effect. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

The relationship between the Company and You will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or this Website.

These Terms and the subject matter of these Terms and all related matters will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and the laws of Canada applicable in Ontario, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, You submit to the exclusive jurisdiction of the courts of the Province of Ontario.

To the extent permitted by applicable law, unless the Company agrees otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the Services, this Website, these Terms or the Privacy Policy, will be determined by final and binding arbitration to the exclusion of the courts. Arbitration will be conducted in accordance with section 18, above. The foregoing does not, however, preclude the Company from seeking injunctive relief in Ontario or other jurisdictions when necessary to protect its interests. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, You waive any right to a jury trial.

During the term of this Agreement and after its termination, You shall not provide or allow any other person or entity to access information on the Company’s network or to the Company’s software, except as required by law, rule, regulation or judicial authority.
Sections 4, 5, 6, 7, 9, 10, 13, 14, 15, 16, 17 18, and 19 of these Terms shall survive the termination of these Terms.

Any notice, instruction, document or other thing required or permitted to be given or served by these Terms or by law may be given personally, by registered mail, or by e-mail to You at any of the physical or e-mail addresses supplied in Your Registration Data, and to the Company at:

MyBrokerBee Inc.
#1 – 555 Industrial Drive, Milton, Ontario, L9T 5E1

Any notice instruction, document or other thing given, served or sent in accordance with this section shall be deemed (in the absence of evidence of prior receipt) to have been received by the intended recipient the same day if personally served or sent by e-mail, and on the fifth Business Day next following where sent by registered mail.

In the event that one or more of the provisions contained in these Terms should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected thereby.

These Terms shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of the parties hereto.

In the event of an inability or failure by the Company to provide its services herein by reason of any fire, explosion, war, riot, strike, walk out, labour controversy, flood, shortage of water, power, labour, transportation facilities or necessary materials or supplies, default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the Company, then the Company shall not be liable to You during the period and to the extent of such inability or failure.

The Company stores data provided by You in cloud servers. Such cloud servers may be located outside of Canada, at the Company’s sole discretion.

You acknowledge and represent that, in executing this Agreement, You have either received advice as to Your legal rights from third-party legal counsel or have waived Your right to same and, in either case, that You have read and understood all of the terms and provisions of this Agreement.

These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.

MYBROKERBEE TERMS OF USE – Borrowers

1. ACCEPTANCE OF TERMS

Mybrokerbee Inc,provides Services (as defined below) to You through this website Mybrokerbee and access to and use of this Website and the Services are provided to You subject to Your acceptance of and compliance with the following terms and conditions (“Terms”).

By indicating Your acceptance below, You acknowledge that You have read, accepted, and agreed to these Terms. If You do not agree to these Terms, You will not be able to use this Website.

If You are accepting these terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its brokers, agents, employees and affiliates to these terms, in which case the terms “You” or “Your” shall refer to such entity and its brokers, agents, employees and affiliates. If You do not have such authority, or if You do not agree with these terms of use, You must not accept these terms of use and may not use this Website or Services.

In addition, when using the Services, You will be subject to any posted guidelines, rules and policies applicable to such Services which may be posted from time to time. All such guidelines, rules, and policies are hereby incorporated by reference into these Terms. The Company reserves the right to change these Terms at any time without prior notice and Your continued access or use of this Website or the Services after such changes indicates Your acceptance of the Terms as modified. It is Your responsibility to review these Terms regularly. These Terms were last updated on January 18, 2018.

These Terms are an agreement between You and the Company.

If You do not agree with one or more of these Terms, do not access or use this Website or the Services.

2. REGISTRATION OBLIGATIONS

To use certain areas of this Website, You must first complete the registration process to create an account (“Account”) and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to You and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of Your Credentials and You will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of Your Credentials. You will not permit any other person to use Your Account or Credentials, and You will immediately notify the Company if You know or suspect that Your Account or Credentials have been used by any other person.

During the registration process, You will provide true, accurate, current and complete information about Yourself as prompted by the Website’s registration form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or complete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, the Company has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof) by You. Individuals under 18 years of age cannot register on any portion of this Website.

The Company may act upon any communication that is given through Your Account or by using Your Credentials. The Company is not required to verify the actual identity or authority of a person using Your Account or Credentials, but the Company may in its discretion at any time require verification of the identity of a person seeking to access Your Account and may deny access to and use of Your Account if the Company is not satisfied with the verification. If the Company, in its discretion, considers Your Account or Credentials to be unsecure or to have been used inappropriately, then the Company may immediately cancel the Account or Credentials without any notice to You. You may be required to change Your Credentials from time to time.

3. DESCRIPTION OF SERVICES

The Company, through its proprietary Software as a Service (“SaaS”) tools that may be used to manage a loan process, may refer you to potential Lenders to you through your Broker and/or Agent for you to obtain a Credit Facility from such Lenders (ʺReferralʺ) (the “Services”). The provision of the Services is subject to these Terms, the Services subscription or other Terms You accepted when using the Services.

Your Broker and/or Agent shall advise you of the Company’s lending criteria categories, and You shall provide your Broker and/or Agent with all required information (“your lending criteria”), which shall then be submitted to the Company and may be passed on to Lenders, as selected by your Broker and/or Agent.

The Company shall provide your Broker and/or Agent information about any Lender who is able to satisfy your lending criteria.

The Company, in its sole discretion, may amend the lending criteria categories from time to time. It shall provide You with written notice of changes to the lending criteria categories 10 days in advance, during which You shall input its new criteria data.

It is ultimately You who choose from which lender, if any, loans requests are made.

You acknowledge and agree that your personal information, aside from your lending criteria, will only be provided to a Lender only if you have committed to accepting the Credit Facility offered by the Lender.

Upon receiving Your commitment to a Credit Facility from a Lender, together with the Commitment Deposit noted below, the Lender shall be entitled to perform any due diligence on you as the Lender, in its sole discretion, may deem necessary.

4. DUE DILIGENCE & ACCURACY OF INFORMATION

You agree that the Company shall not perform any due diligence on You, any Lender, or on your Broker and/or Agent. It is solely Your responsibility to ensure that any representation You make to either the Company, any Lender, and your Broker and/or Agent is true. It is solely Your responsibility and that of your Broker and/or Agent, to ensure that any representations made by a Lender reflect Your borrowing requirements. In no event shall You rely on any representation or warranty made by the Company regarding your Broker and/or Agent or a Lender.

You acknowledge that You shall provide complete and accurate information as may be requested by the Company, Your Broker and/or Agent and any prospective Lender. This includes, but is not limited to, any information provided in your Credit Facility application.

You further acknowledge that the Company, your Broker and/or Agent, and Lenders rely on the completeness and accuracy of the information provided by You.

You therefore acknowledge and agree that You will be held responsible for any omission or misrepresentation made by You. The Company reserves the right to limit its services provided to You as a result of any omissions or misrepresentations by You. The Company reserves the right to recover any losses it incurs as a result of any omissions or misrepresentations made by You.

5. FEES

Upon committing to a Credit Facility from a Lender, you will pay a non-refundable Commitment Deposit by credit card to the Company, in the amount set out in the disclosure documents. The Commitment Deposit shall include the Company’s fees. The Commitment Deposit shall then be paid to the Lender’s real estate lawyer, in trust for the Lender. At that time, you shall execute an irrevocable Direction and Authorization to the Lender’s real estate lawyer, or as otherwise directed by the Company, to have the Company’s fees paid from the funds at closing. Your acceptance of a Commitment will be your undertaking to pay the Company’s fees together with all legal costs and fees incurred, whether or not the Credit Facility is advanced. You specifically acknowledge and agree that the Company’s fees are earned and due to the Company upon your acceptance of the commitment.

In the event that the Credit Facility is not advanced and the Commitment is terminated, except by reason of Lender’s default, the Commitment Deposit shall not be refunded to You and shall be paid to the Lender as liquidated damages and not a penalty. The deposit towards a legal retainer is the property of the Lender and not the Company and it is at the sole discretion of the Lender whether or not to return the deposit, less any fees owed to the Company, and a credit card charge of 3%, and a $75.00 transaction fee, which shall be payable to the Company. In the event that the Credit Facility is not advanced by reason of Lender’s default, the Commitment Deposit shall be refunded to You less any fees owed to the Company, and a credit card charge of 3%, and a $75.00 transaction fee, which shall be payable to the Company.

You will provide the Company with valid and updated credit card information. You agree to replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and shall not be rejected. If You provide credit card information to the Company, You authorize the Company to charge such credit card for all fees incurred by you for purchased services from time to time. You are responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information.

If any invoiced amount is not received by the Company by the due date, then without limiting the Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) the Company may condition future payment terms shorter than 30 days.

If any amount owing by You under this or any other agreement is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized the Company to charge to Your credit card), the Company may, without limiting its other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Company’s services to You until such amounts are paid in full.

The Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which You are responsible, the Company will invoice You and You will pay that amount unless You provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

You shall pay on demand all of the Company’s reasonable attorney fees and other costs incurred by the Company to collect any fees or charges due to the Company under this Agreement following Your failure to make payments when due.

6. COMPANY’S PRIVACY POLICY

You agree that any information that You provide to the Company through this Website, as well as certain other information about You, is subject to the Company’s Privacy Policy

The Company shall not reveal your information that is confidential to any person or entity except as required by law, rule regulation, or judicial authority as required by the Company’s accountants or legal counsel, or as necessary to provide Credit Facilities services.

7. USE OF THE WEBSITE

The Company authorizes You to view, download and print a single copy of materials and content provided on this Website for Your use only and only in connection with Your registering with the Company or using the Services. You may not use, copy or remove any trade-mark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Website’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Website or this Website materials or content without the prior written permission of the Company is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and the Company reserves the right to suspend or terminate Your access to any part of this Website or the Services immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from Your use of this Website or the Services.

8. TRADE-MARKS AND COPYRIGHT

“We stop the Shop”, “We take the ‘Shadow’ out of Shadow Lending”, “Mybrokerbee.com”, “Mybrokerbee”, “Mybrokerbee Inc.” and related words and logos are trade-marks or trade-names of the Company in Canada and other jurisdictions. The Company is also the owner in Canada as well as other foreign jurisdictions of additional trade-marks, registered and unregistered. Nothing in these Terms or on this Website, except as specifically noted herein, will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to You to use any such marks or names or any other intellectual property right of the Company. The names of other companies, products and services referred to on this Website may be trade-marks or trade-names of their respective owners. Any unauthorized use of the trade-marks or trade-names of the Company or of third parties is strictly prohibited.

The materials provided on this Website including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Company materials remains with the Company and any unauthorized use of such materials is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law.

9. USER GENERATED CONTENT

Portions of this Website allow users to post and exchange information, ideas and opinions (“User Content”), but the Company does not screen, edit or review any User Content before they are posted or transmitted. Please note that posted or transmitted User Content do not necessarily reflect the views of the Company, and the Company disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Website.

We value Your visit to this Website and welcome any questions, comments or feedback You might have about this Website, these Terms or any of the products or services offered by the Company (“Feedback”). Please refer to the Contact section of this Website for phone and fax numbers and email addresses.

If You provide User Content or Feedback, You grant the Company a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the feedback in any way and for any purpose without providing any compensation to You or any other person. You also grant the Company the right to use the name You submit with the User Content or Feedback, if any, in connection with the Company’s rights hereunder.

10. HYPERLINKS

Hyperlinks on this Website are provided for Your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. The Company has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

11. ACCEPTABLE USE AND RESTRICTIONS

In addition to complying with these Terms, You agree to use this Website, the Services and materials on this Website for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

Potential users of this Website or the Services, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing this Website illegal; are unauthorized to use this Website.

You agree not to use the Services or this Website in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.

12. INDEMNITY

You shall protect, save harmless and indemnify the Company and each of its directors, officers, employees and agents against all losses, claims, costs, damages or liabilities which they may suffer or incur and which are caused by or arising directly or indirectly by reason of:

a. any information or statement made by You or in any other material or document filed or delivered in connection with the Credit Facility being untrue or misleading or alleged to be untrue or misleading, or by reason of the omission or alleged omission to state therein any material fact or information or any other fact or information required to be stated therein or necessary to make the statements therein complete, informative and not misleading, or by reason of or arising out of any Misrepresentation or any alleged Misrepresentation in any Credit Facility document;

b. any order made or any inquiry, investigation or proceeding, whether formal or informal, commenced, anticipated or threatened, by any government, securities commission, stock exchange or other competent authority, based upon an allegation of any untrue statement or omission in any Credit Facility document;

c. the non-compliance or alleged non-compliance by You with any applicable law in connection with the transactions contemplated herein; or

d. any negligence or wilful misconduct by You relating to or connected with any Credit Facility.

If any such action or claim shall be brought, made or threatened against the Company in respect of which indemnity may be sought from You, the Company shall notify You in writing and You shall be entitled (but not obliged) to assume the defence thereof, including the employment of legal counsel acceptable to the Company, acting reasonably. If You assume such defence, the Company shall have the right to employ separate legal counsel in any such action and participate in the defence thereof, and the fees and expenses of such separate legal counsel shall be at Your expense. You shall not effect any settlement of any such action or claim of which it has assumed the defence without the Company’s written consent, such consent not to be unreasonably withheld or delayed.

To the extent that the indemnity given by You in favour of a person who is not a party to these Terms, You hereby constitutes the agent as the trustee for such person of such indemnity and the agent accepts such trusteeship.

13. DISCLAIMERS

You understand and agree that:

a. Use of this Website and the Services is at Your sole risk. This Website and the Services are provided on an “as is”, “as available” basis. Neither the Company, its parent, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors or third party service providers (collectively, “Company Parties”) make any warranty or condition of any kind, whether express or implied, regarding this Website or the Services and Company Parties specifically disclaim the implied warranties and conditions of merchantable quality, fitness for a particular purpose and non-infringement of third party rights, to the maximum extent permitted by law.

b. Company Parties make no warranties or conditions regarding the quality, reliability, timeliness or security of the Services or that the Services will be uninterrupted or error-free. Company Parties assume no responsibility or liability for the deletion or failure to store or access, or to store or access properly, email messages and electronic files. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services, even if You have paid for virus protection services.

c. The access to and downloading of material from this Website is done at your own risk. The Company makes reasonable efforts to ensure that this Website is virus-free, but the Company does not at any time guarantee or warrant that such materials are free of viruses, worms, Trojan horses or other destructive code. You are responsible for implementing safeguards to protect Your computer system and data and You are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of this Website or the Services.

14. LIMITATIONS OF LIABILITY

In no event will Company Parties be liable to You for any direct, indirect, consequential, incidental, special, compensatory or punitive damages or losses or damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property and claims of third parties or other pecuniary loss, arising out of or related to these Terms, the use of this Website or the Services. Company Parties will not be liable for any actual or alleged infringement by any third party materials available through the services. The foregoing disclaimers and limitations of liability apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if advised of the possibility of the loss, damage, delay, claim or liability.

These Terms do not and shall not be construed to create any partnership or agency whatsoever as between You and the Company. You shall not, by reason of any provision herein contained, be deemed to be the partner, agent or legal representative of the Company nor to have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the Company.

The Company shall not be considered to be, nor are any Company Parties, entitled to hold themselves out as Your employees, agents or representatives.

In any event, the Company’s liability to You with respect to each Credit Facility shall be limited to the amount of fees received by the Company from You on account of that Credit Facility or $500.00, whichever is less. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to You.

You acknowledge and agree that these Terms present a fair allocation of risk and liability, and that this Section 14 is an essential part of the bargain between the Parties, a controlling factor in setting any fees or other charges, and an inducement to the Parties to enter into these Terms.

15. TERMINATION

Either of You or the Company may terminate these Terms on thirty (30) days prior written notice to the other.

You and the Company shall each have the right to terminate this Agreement (except for those provisions which by their nature survive termination), upon the occurrence of any of the following events, such termination to be effective immediately upon the receipt or deemed receipt by the other party of notice to that effect:

a. if a party is in default of any of the provisions, terms or conditions herein contained and shall fail to remedy such default within five (5) days of written notice thereof from the other party;

b. the other party becomes bankrupt or insolvent (as such terms are defined by the Bankruptcy and Insolvency Act(Canada)), makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors;

c. if the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or

d. if a receiver or other custodian (interim or permanent) of any of the assets of the other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its assets or if distress is made against the other party’s assets or any part thereof.

Upon termination of this Agreement for any reason whatsoever, the following shall apply:

a. each party shall reconvey and release to the other party all rights and privileges granted by this Agreement;

b. You shall immediately pay all amounts owing by You to the Company.

16. ASSIGNMENT

You shall not, without the Company’s prior written consent, which consent may be unreasonably withheld, transfer the whole or any part of this Agreement or any of its interest, rights or obligations herein.

The Company may without Your prior consent, transfer the whole or any part of this Agreement or any of its interest, rights or obligations herein.

17. DISPUTE RESOLUTION

Any dispute arising between the parties under this Agreement shall be resolved in accordance with this section, except as prohibited by law.

You agree that any complaint you may have regarding the Company must first be submitted to the Company and a bona fide attempt must be made to resolve it using the Company’s complaints process. Details of the Company’s complaints process are found here: https://mybrokerbee.com/complaint. If your complaint remains unresolved after exhausting all of the steps in the Company’s complaints process, the matter shall be resolved by arbitration in accordance with this section, and no party shall commence any action or other judicial proceeding in respect of any such dispute.

Where a dispute cannot be resolved by discussions among the parties concerned, it may be submitted to arbitration by either party to this Agreement, by the delivery of a written notice to that effect to the other party to the dispute, setting out the dispute to be arbitrated and identifying therein all issues of fact and law that are to be resolved, and specifying the date on which it is proposed to have the dispute heard before the arbitrator (which date shall be at least 30 days after the date on which the notice is given) and the name of a proposed arbitrator.

The following provisions shall govern the appointment of the arbitrator:

a. The arbitrator shall be a person at arm’s length to every party under this Agreement, and shall not have any interest in the dispute or any issue relating to the dispute, or be the holder of any security issued by any of the parties;

b. Where the arbitrator nominated above is acceptable to the other party to the dispute and that person accepts the appointment as arbitrator, the arbitrator shall be that person. Where the other party does not accept the appointment of the person nominated, that other party shall nominate a second person within five (5) Business Days of the receipt of the notice, and those two nominees shall together select a third arbitrator within five (5) Business Days of the appointment of the second nominee, and the nominees and the third arbitrator shall collectively constitute an arbitration panel, and the decision of the majority of that panel shall constitute the decision of the arbitrator for the purposes of this Agreement.

Except as otherwise provided in this Agreement,

a. the decision of the arbitrators shall be final and binding upon all the parties to the arbitration, but subject to the Arbitration Act, 1991 (Ontario);

b. the arbitration shall be conducted under and in accordance with the Arbitration Act, 1991 (Ontario) and all regulations under that Act.

A party to an arbitration may be represented by counsel, may call and examine witnesses and may present arguments and submissions orally or in writing, and may cross examine any witness called by a party adverse in interest.

The arbitrator may give such directions to either or both of the parties as the arbitrator considers necessary or advisable with respect to any matter of practice or procedure in connection with the arbitration, and each party shall comply with any such direction.

On notice to the other party, any party may apply to the arbitrator for directions concerning any matter of practice or procedure in connection with the arbitration, and any order made by the arbitrator on any such application shall be final and binding among the parties.

The arbitrator may admit as evidence in the arbitration any oral testimony under oath or document or other thing that is relevant to the subject matter of the arbitration that the arbitrator considers credible (including a copy of any document, where the arbitrator is satisfied as to the authenticity of the copy of the document), whether or not that testimony, document or thing would be admissible in a court of law, but nothing is admissible in an arbitration that

a. would be inadmissible in a court by reason of any privilege under the law of evidence; or

b. that is inadmissible under any statute,

and the arbitrator may take notice of any facts that may be judicially noticed or that are recognized technical, scientific or other facts that are within the specialized knowledge of the arbitrator.

The arbitrator shall determine the liability among the parties to any arbitration for the costs of the arbitration and the compensation of the arbitrator.

The arbitrator shall keep confidential all information submitted at the arbitration or otherwise coming to the attention of the arbitrator, except for disclosure to the parties to the arbitration, and all evidence submitted at the arbitration or provided by one party to another in connection with the arbitration shall be deemed to be privileged, and shall not be used by the party receiving or otherwise obtaining that information in connection with any other matter or proceeding, nor shall any such information be disclosed by any such party.

The arbitrator shall not be a competent or compellable witness for any party against any other party in connection with any information heard or received by the arbitrator, or disclosed to the arbitration, in the course of the arbitration under this section.

Where as a result of an arbitration award, an amount is payable by one party to another party, the party obligated to make payment shall pay the amount, within 30 days from the delivery of the arbitration award in question, together with interest thereon from the date of the award at an annual rate equal to the rate publicly quoted from time to time by the Royal Bank of Canada as being its prime rate for Canadian dollar commercial loans made at its principal branch in Toronto.

18. GENERAL

These Terms, the Privacy Policy, the Community Code of Conduct and all other notices, policies and statements contained on this Website (all as may be amended by the Company from time to time without prior notice) constitute the entire agreement between the Company and You. These Terms cannot be modified except as described herein. Anything in this Website inconsistent with these Terms is superseded by these Terms. No waiver of any of these Terms will be deemed a further or continuing waiver of such Term or any other Term. If in any jurisdiction, any of these Terms are held to be unenforceable by a court of competent jurisdiction, such Terms will be restricted or eliminated to the minimum extent necessary and the remaining Terms will otherwise remain in full force and effect. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

The relationship between the Company and You will be that of independent parties, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or this Website.

These Terms and the subject matter of these Terms and all related matters will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and the laws of Canada applicable in Ontario, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, You submit to the exclusive jurisdiction of the courts of the Province of Ontario.

To the extent permitted by applicable law, unless the Company agrees otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the Services, this Website, these Terms or the Privacy Policy, will be determined by final and binding arbitration to the exclusion of the courts. Arbitration will be conducted in accordance with section 17. The foregoing does not, however, preclude the Company from seeking injunctive relief in Ontario or other jurisdictions when necessary to protect its interests. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, You waive any right to a jury trial.

During the term of this Agreement and after its termination, You shall not provide or allow any other person or entity to access information on the Company’s network or to the Company’s software, except as required by law, rule, regulation or judicial authority.
Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of these Terms shall survive the termination of these Terms.

Any notice, instruction, document or other thing required or permitted to be given or served by these Terms or by law may be given personally, by registered mail, or by e-mail to You at any of the physical or e-mail addresses supplied in Your Registration Data, and to the Company at:

MyBrokerBee Inc.
#1 – 555 Industrial Drive, Milton, Ontario, L9T 5E1

Any notice instruction, document or other thing given, served or sent in accordance with this section shall be deemed (in the absence of evidence of prior receipt) to have been received by the intended recipient the same day if personally served or sent by e-mail, and on the fifth Business Day next following where sent by registered mail.

In the event that one or more of the provisions contained in these Terms should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected thereby.

These Terms shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of the parties hereto.

In the event of an inability or failure by the Company to provide its services herein by reason of any fire, explosion, war, riot, strike, walk out, labour controversy, flood, shortage of water, power, labour, transportation facilities or necessary materials or supplies, default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the Company, then the Company shall not be liable to You during the period and to the extent of such inability or failure.

The Company stores data provided by You in cloud servers. Such cloud servers may be located outside of Canada, at the Company’s sole discretion.

You acknowledge and represent that, in executing this Agreement, You have either received advice as to Your legal rights from third-party legal counsel or have waived Your right to same and, in either case, that You have read and understood all of the terms and provisions of this Agreement.

These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.

MYBROKERBEE TERMS OF USE – Brokers & Agents

1. ACCEPTANCE OF TERMS

Mybrokerbee Inc , provides Services (as defined below) to You through this website Mybrokerbee and access to and use of this Website and the Services are provided to You subject to Your acceptance of and compliance with the following terms and conditions Terms

By indicating Your acceptance below, You acknowledge that You have read, accepted, and agreed to these Terms. If You do not agree to these Terms, You will not be able to use this Website.

If You are accepting these terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its brokers, agents, employees and affiliates to these terms, in which case the terms “You” or “Your” shall refer to such entity and its brokers, agents, employees and affiliates. If You do not have such authority, or if You do not agree with these terms of use, You must not accept these terms of use and may not use this Website or Services.

In addition, when using the Services, You will be subject to any posted guidelines, rules and policies applicable to such Services which may be posted from time to time. All such guidelines, rules, and policies are hereby incorporated by reference into these Terms. The Company reserves the right to change these Terms at any time without prior notice and Your continued access or use of this Website or the Services after such changes indicates Your acceptance of the Terms as modified. It is Your responsibility to review these Terms regularly. These Terms were last updated on January 18, 2018.

These Terms are an agreement between You and the Company.

If You do not agree with one or more of these Terms, do not access or use this Website or the Services.

2. REGISTRATION OBLIGATIONS

To use certain areas of this Website, You must first complete the registration process to create an account (“Account”) and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to You and may not be shared with or transferred to any other person, including, but not limited to your clients. You are solely responsible for maintaining the confidentiality of Your Credentials and You will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of Your Credentials. You will not permit any other person to use Your Account or Credentials, and You will immediately notify the Company if You know or suspect that Your Account or Credentials have been used by any other person.

During the registration process, You will provide true, accurate, current and complete information about Yourself as prompted by the Website’s registration form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or complete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, the Company has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof) by You. Individuals under 18 years of age cannot register on any portion of this Website.

The Company may act upon any communication that is given through Your Account or by using Your Credentials. The Company is not required to verify the actual identity or authority of a person using Your Account or Credentials, but the Company may in its discretion at any time require verification of the identity of a person seeking to access Your Account and may deny access to and use of Your Account if the Company is not satisfied with the verification. If the Company, in its discretion, considers Your Account or Credentials to be unsecure or to have been used inappropriately, then the Company may immediately cancel the Account or Credentials without any notice to You. You may be required to change Your Credentials from time to time.

3. DESCRIPTION OF SERVICES

The Company, through its proprietary Software as a Service (“SaaS”) tools that may be used to manage a loan process, may refer potential borrowers (ʺClientsʺ) using Your services as a Brokerage and/or Agent who may obtain a Credit Facility from Lenders (ʺReferralʺ) (the “Services”). The provision of the Services is subject to these Terms, the Services subscription or other Terms You accepted when using the Services.

The Company shall advise You of its lending criteria categories, and You shall obtain from each Client and provide to the Company all such Client information.

The Company shall provide information about any Lender who is able to satisfy the lending criteria required by Client.

The Company, in its sole discretion, may amend the lending criteria categories from time to time. It shall provide You with written notice of changes to the lending criteria categories 10 days in advance, during which You shall input its new criteria data.

You acknowledge and agree that it is ultimately the Clients who choose from which lender, if any, loans requests are made.

You acknowledge and agree that Client information will only be provided to a Lender only if the Client has chosen the Credit Facility offered by the Lender.

4. DUE DILIGENCE

You agree that the Company shall not perform any due diligence on any Client or Lender. It is solely Your responsibility to ensure that any representation made by Client to either the Company, You, or any Lender is true, and verify Client’s eligibility to enter into a Lender’s credit facilities. It is solely Your responsibility to ensure that any representations made by a Lender reflect Client’s requirements. In no event shall You rely on any representation or warranty made by the Company regarding a Client or Lender.

You further represent and warrant to the Company that you shall comply with all client identification requirements as prescribed by law.

5. FEES

You will pay all fees specified on the following website: FEES Except as otherwise specified herein payment obligations are non-cancelable and fees paid are non-refundable. The Company may change its fees at any time by posting a new pricing structure to the website and/or sending you a notification by email.

You will provide the Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to the Company. You agree to replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and shall not be rejected. If You provide credit card information to the Company, You authorize the Company to charge such credit card for all fees incurred by you for purchased services from time to time. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated on the following website: FEES If the website specifies that payment will be by a method other than a credit card, the Company will invoice You in advance and otherwise in accordance with the website. Invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information.

If any invoiced amount is not received by the Company by the due date, then without limiting the Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) the Company may condition future payment terms shorter than 30 days.

If any amount owing by You under this or any other agreement is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized the Company to charge to Your credit card), the Company may, without limiting its other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Company’s services to You until such amounts are paid in full.

The Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which You are responsible, the Company will invoice You and You will pay that amount unless You provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

You shall pay on demand all of the Company’s reasonable attorney fees and other costs incurred by the Company to collect any fees or charges due to the Company under this Agreement following Your failure to make payments when due.

6. COMPANY’S PRIVACY POLICY

You agree that Your Credentials, Registration Data and any other information that You provide to the Company through this Website, as well as certain other information about You, is subject to the Company’s Privacy Policy

7. CLIENT PRIVACY

You acknowledge and agree that You will comply with, and shall take all necessary steps to ensure Your actions (or lack of action) do not result in non-compliance with, the provisions of federal or provincial privacy laws and the rules and the regulations promulgated thereunder (collectively, the ʺPrivacy Lawsʺ). You hereby represent and warrant that You have, and covenant that You will continue to have, for so long as You retain personal information, appropriate administrative, technical, and physical safeguards (i) to establish and maintain procedures reasonably designed to assure security and privacy of all such information and (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any Client.

The Company shall not reveal information regarding a Client that is confidential to any person or entity except as required by law, rule regulation, or judicial authority as required by the Company’s accountants or legal counsel, or as necessary to provide Credit Facilities services.

8. USE OF THE WEBSITE

The Company authorizes You to view, download and print a single copy of materials and content provided on this Website for Your commercial use only and only in connection with Your registering with the Company or using the Services. You may not use, copy or remove any trade-mark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Website’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Website or this Website materials or content without the prior written permission of the Company is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and the Company reserves the right to suspend or terminate Your access to any part of this Website or the Services immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from Your use of this Website or the Services.

9. TRADE-MARKS AND COPYRIGHT

“We stop the Shop”, “We take the ‘Shadow’ out of Shadow Lending”, “Mybrokerbee.com”, “Mybrokerbee”, “Mybrokerbee Inc.” and related words and logos are trade-marks or trade-names of the Company in Canada and other jurisdictions. The Company is also the owner in Canada as well as other foreign jurisdictions of additional trade-marks, registered and unregistered. Nothing in these Terms or on this Website, except as specifically noted herein, will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to You to use any such marks or names or any other intellectual property right of the Company. The names of other companies, products and services referred to on this Website may be trade-marks or trade-names of their respective owners. Any unauthorized use of the trade-marks or trade-names of the Company or of third parties is strictly prohibited.

The materials provided on this Website including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Company materials remains with the Company and any unauthorized use of such materials is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law.

You agree that You will obtain the written consent of the Company for any Company related advertising, mailings, flyers and promotions.

The Company hereby grants You the right to use the Company’s Trade-Mark and in connection with the use of such Trade-Mark, You agree as follows:

a. You shall notify the Company promptly of any suspected infringement or passing off or any pending or threatened litigation or other proceeding concerning the Trade-Mark which may come to Your attention;

b. Nothing in these Terms shall be deemed in any way to constitute any transfer or assignment by the Company of the Trade-Mark to You or to give You any right, title or interest in or to the Trade-Mark and You acknowledge that all trade-marks, copyrights and all other proprietary marks are and shall remain the exclusive property of the Company.

You hereby grant the Company the right to use Your Trade-Mark(s) and in connection with the use of such Trade-Mark(s), the Company agrees as follows:

a. The Company shall notify You promptly of any suspected infringement or passing off or any pending or threatened litigation or other proceeding concerning the Trade-Mark which may come to its attention;

b. Nothing in these Terms shall be deemed in any way to constitute any transfer or assignment by You of the Trade-Mark(s) to the Company or give the Company any right, title or interest in or to the Trade-Mark(s) and the Company acknowledges that all of Your trade-marks, copyrights and all other proprietary marks are and shall remain Your exclusive property.

10. USER GENERATED CONTENT

Portions of this Website allow users to post and exchange information, ideas and opinions (“User Content”), but the Company does not screen, edit or review any User Content before they are posted or transmitted. Please note that posted or transmitted User Content do not necessarily reflect the views of the Company, and the Company disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Website.

We value Your visit to this Website and welcome any questions, comments or feedback You might have about this Website, these Terms or any of the products or services offered by the Company (“Feedback”). Please refer to the Contact section of this Website for phone and fax numbers and email addresses.

If You provide User Content or Feedback, You grant the Company a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the feedback in any way and for any purpose without providing any compensation to You or any other person. You also grant the Company the right to use the name You submit with the User Content or Feedback, if any, in connection with the Company’s rights hereunder.

11. HYPERLINKS

Hyperlinks on this Website are provided for Your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. The Company has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

12. ACCEPTABLE USE AND RESTRICTIONS

In addition to complying with these Terms, You agree to use this Website, the Services and materials on this Website for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

Potential users of this Website or the Services, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing this Website illegal; are unauthorized to use this Website.

You agree not to use the Services or this Website in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.

13. INDEMNITY

You shall protect, save harmless and indemnify the Company and each of its directors, officers, employees and agents against all losses, claims, costs, damages or liabilities which they may suffer or incur and which are caused by or arising directly or indirectly by reason of:

a. any information or statement made by You or in any other material or document filed or delivered in connection with the Credit Facility being untrue or misleading or alleged to be untrue or misleading, or by reason of the omission or alleged omission to state therein any material fact or information or any other fact or information required to be stated therein or necessary to make the statements therein complete, informative and not misleading, or by reason of or arising out of any Misrepresentation or any alleged Misrepresentation in any Credit Facility document;

b. any order made or any inquiry, investigation or proceeding, whether formal or informal, commenced, anticipated or threatened, by any government, securities commission, stock exchange or other competent authority, based upon an allegation of any untrue statement or omission in any Credit Facility document;

c. the non-compliance or alleged non-compliance by You with any applicable law in connection with the transactions contemplated herein; or

d. any negligence or wilful misconduct by You relating to or connected with any Credit Facility.

If any such action or claim shall be brought, made or threatened against the Company in respect of which indemnity may be sought from You, the Company shall notify You in writing and You shall be entitled (but not obliged) to assume the defence thereof, including the employment of legal counsel acceptable to the Company, acting reasonably. If You assume such defence, the Company shall have the right to employ separate legal counsel in any such action and participate in the defence thereof, and the fees and expenses of such separate legal counsel shall be at Your expense. You shall not effect any settlement of any such action or claim of which it has assumed the defence without the Company’s written consent, such consent not to be unreasonably withheld or delayed.

To the extent that the indemnity given by You in favour of a person who is not a party to these Terms, You hereby constitutes the agent as the trustee for such person of such indemnity and the agent accepts such trusteeship.

14. DISCLAIMERS

You understand and agree that:

a. Use of this Website and the Services is at Your sole risk. This Website and the Services are provided on an “as is”, “as available” basis. Neither the Company, its parent, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors or third party service providers (collectively, “Company Parties”) make any warranty or condition of any kind, whether express or implied, regarding this Website or the Services and Company Parties specifically disclaim the implied warranties and conditions of merchantable quality, fitness for a particular purpose and non-infringement of third party rights, to the maximum extent permitted by law.

b. Company Parties make no warranties or conditions regarding the quality, reliability, timeliness or security of the Services or that the Services will be uninterrupted or error-free. Company Parties assume no responsibility or liability for the deletion or failure to store or access, or to store or access properly, email messages and electronic files. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services, even if You have paid for virus protection services.

c. The access to and downloading of material from this Website is done at your own risk. The Company makes reasonable efforts to ensure that this Website is virus-free, but the Company does not at any time guarantee or warrant that such materials are free of viruses, worms, Trojan horses or other destructive code. You are responsible for implementing safeguards to protect Your computer system and data and You are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of this Website or the Services.

15. LIMITATIONS OF LIABILITY

In no event will Company Parties be liable to You for any direct, indirect, consequential, incidental, special, compensatory or punitive damages or losses or damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property and claims of third parties or other pecuniary loss, arising out of or related to these Terms, the use of this Website or the Services. Company Parties will not be liable for any actual or alleged infringement by any third party materials available through the services. The foregoing disclaimers and limitations of liability apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if advised of the possibility of the loss, damage, delay, claim or liability.

These Terms do not and shall not be construed to create any partnership or agency whatsoever as between You and the Company. You shall not, by reason of any provision herein contained, be deemed to be the partner, agent or legal representative of the Company nor to have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the Company.

The Company shall not be considered to be, nor are any Company Parties, entitled to hold themselves out as Your employees, agents or representatives.

The Company is not, nor are any Company Parties, authorized to provide any details, or make any representations, any other product offered by You. The Company shall not be responsible or liable for any advice or product that You may provide to any Client.

In any event, the Company’s liability to You with respect to each Referral shall be limited to the amount of fees received by the Company pursuant to that Referral or $500.00, whichever is less. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to You.

You acknowledge and agree that these Terms present a fair allocation of risk and liability, and that this Section 14 is an essential part of the bargain between the Parties, a controlling factor in setting any fees or other charges, and an inducement to the Parties to enter into these Terms.

16. TERMINATION

Either of You or the Company may terminate these Terms on thirty (30) days prior written notice to the other.

You and the Company shall each have the right to terminate this Agreement (except for those provisions which by their nature survive termination), upon the occurrence of any of the following events, such termination to be effective immediately upon the receipt or deemed receipt by the other party of notice to that effect:

a. if a party is in default of any of the provisions, terms or conditions herein contained and shall fail to remedy such default within five (5) days of written notice thereof from the other party;

b. the other party becomes bankrupt or insolvent (as such terms are defined by the Bankruptcy and Insolvency Act(Canada)), makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors;

c. if the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or

d. if a receiver or other custodian (interim or permanent) of any of the assets of the other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its assets or if distress is made against the other party’s assets or any part thereof.

Upon termination of this Agreement for any reason whatsoever, the following shall apply:

a. each party shall reconvey and release to the other party all rights and privileges granted by this Agreement;

b. You shall return to the Company all advertising, informational or technical material given to You by the Company;

c. Each party shall cease using the other’s trade-names and trade-marks;

d. You shall immediately pay all amounts owing by it to the Company.

17. ASSIGNMENT

You shall not, without the Company’s prior written consent, which consent may be unreasonably withheld, transfer the whole or any part of this Agreement or any of its interest, rights or obligations herein.

The Company may without Your prior consent, transfer the whole or any part of this Agreement or any of its interest, rights or obligations herein.

18. DISPUTE RESOLUTION

Any dispute arising between the parties under this Agreement shall be resolved in accordance with this section.

You agree that any complaint you may have regarding the Company must first be submitted to the Company and a bona fide attempt must be made to resolve it using the Company’s complaints process. Details of the Company’s complaints process are found here: https://mybrokerbee.com/complaint. If your complaint remains unresolved after exhausting all of the steps in the Company’s complaints process, the matter shall be resolved by arbitration in accordance with this section, and no party shall commence any action or other judicial proceeding in respect of any such dispute.

Where a dispute cannot be resolved by discussions among the parties concerned, it may be submitted to arbitration by either party to this Agreement, by the delivery of a written notice to that effect to the other party to the dispute, setting out the dispute to be arbitrated and identifying therein all issues of fact and law that are to be resolved, and specifying the date on which it is proposed to have the dispute heard before the arbitrator (which date shall be at least 30 days after the date on which the notice is given) and the name of a proposed arbitrator.

The following provisions shall govern the appointment of the arbitrator:

a. The arbitrator shall be a person at arm’s length to every party under this Agreement, and shall not have any interest in the dispute or any issue relating to the dispute, or be the holder of any security issued by any of the parties;

b. Where the arbitrator nominated above is acceptable to the other party to the dispute and that person accepts the appointment as arbitrator, the arbitrator shall be that person. Where the other party does not accept the appointment of the person nominated, that other party shall nominate a second person within five (5) Business Days of the receipt of the notice, and those two nominees shall together select a third arbitrator within five (5) Business Days of the appointment of the second nominee, and the nominees and the third arbitrator shall collectively constitute an arbitration panel, and the decision of the majority of that panel shall constitute the decision of the arbitrator for the purposes of this Agreement.

Except as otherwise provided in this Agreement,

a. the decision of the arbitrators shall be final and binding upon all the parties to the arbitration, but subject to the Arbitration Act, 1991 (Ontario);

b. the arbitration shall be conducted under and in accordance with the Arbitration Act, 1991 (Ontario) and all regulations under that Act.

A party to an arbitration may be represented by counsel, may call and examine witnesses and may present arguments and submissions orally or in writing, and may cross examine any witness called by a party adverse in interest.

The arbitrator may give such directions to either or both of the parties as the arbitrator considers necessary or advisable with respect to any matter of practice or procedure in connection with the arbitration, and each party shall comply with any such direction.

On notice to the other party, any party may apply to the arbitrator for directions concerning any matter of practice or procedure in connection with the arbitration, and any order made by the arbitrator on any such application shall be final and binding among the parties.

The arbitrator may admit as evidence in the arbitration any oral testimony under oath or document or other thing that is relevant to the subject matter of the arbitration that the arbitrator considers credible (including a copy of any document, where the arbitrator is satisfied as to the authenticity of the copy of the document), whether or not that testimony, document or thing would be admissible in a court of law, but nothing is admissible in an arbitration that

a. would be inadmissible in a court by reason of any privilege under the law of evidence; or

b. that is inadmissible under any statute,

and the arbitrator may take notice of any facts that may be judicially noticed or that are recognized technical, scientific or other facts that are within the specialized knowledge of the arbitrator.

The arbitrator shall determine the liability among the parties to any arbitration for the costs of the arbitration and the compensation of the arbitrator.

The arbitrator shall keep confidential all information submitted at the arbitration or otherwise coming to the attention of the arbitrator, except for disclosure to the parties to the arbitration, and all evidence submitted at the arbitration or provided by one party to another in connection with the arbitration shall be deemed to be privileged, and shall not be used by the party receiving or otherwise obtaining that information in connection with any other matter or proceeding, nor shall any such information be disclosed by any such party.

The arbitrator shall not be a competent or compellable witness for any party against any other party in connection with any information heard or received by the arbitrator, or disclosed to the arbitration, in the course of the arbitration under this section.

Where as a result of an arbitration award, an amount is payable by one party to another party, the party obligated to make payment shall pay the amount, within 30 days from the delivery of the arbitration award in question, together with interest thereon from the date of the award at an annual rate equal to the rate publicly quoted from time to time by the Royal Bank of Canada as being its prime rate for Canadian dollar commercial loans made at its principal branch in Toronto.

19. GENERAL

These Terms, the Privacy Policy, the Community Code of Conduct and all other notices, policies and statements contained on this Website (all as may be amended by the Company from time to time without prior notice) constitute the entire agreement between the Company and You. These Terms cannot be modified except as described herein. Anything in this Website inconsistent with these Terms is superseded by these Terms. No waiver of any of these Terms will be deemed a further or continuing waiver of such Term or any other Term. If in any jurisdiction, any of these Terms are held to be unenforceable by a court of competent jurisdiction, such Terms will be restricted or eliminated to the minimum extent necessary and the remaining Terms will otherwise remain in full force and effect. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

The relationship between the Company and You will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or this Website.

These Terms and the subject matter of these Terms and all related matters will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and the laws of Canada applicable in Ontario, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, You submit to the exclusive jurisdiction of the courts of the Province of Ontario.

To the extent permitted by applicable law, unless the Company agrees otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the Services, this Website, these Terms or the Privacy Policy, will be determined by final and binding arbitration to the exclusion of the courts. Arbitration will be conducted in accordance with section 18. The foregoing does not, however, preclude the Company from seeking injunctive relief in Ontario or other jurisdictions when necessary to protect its interests. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, You waive any right to a jury trial.

During the term of this Agreement and after its termination, You shall not provide or allow any other person or entity to access information on the Company’s network or to the Company’s software, except as required by law, rule, regulation or judicial authority.
Sections 4, 5, 6, 7, 9, 10,13, 14, 15, 16,17, 18, and 19 of these Terms shall survive the termination of these Terms.

Any notice, instruction, document or other thing required or permitted to be given or served by these Terms or by law may be given personally, by registered mail, or by e-mail to You at any of the physical or e-mail addresses supplied in Your Registration Data, and to the Company at:

MyBrokerBee Inc.
#1 – 555 Industrial Drive, Milton, Ontario, L9T 5E1

Any notice instruction, document or other thing given, served or sent in accordance with this section shall be deemed (in the absence of evidence of prior receipt) to have been received by the intended recipient the same day if personally served or sent by e-mail, and on the fifth Business Day next following where sent by registered mail.

In the event that one or more of the provisions contained in these Terms should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected thereby.

These Terms shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of the parties hereto.

In the event of an inability or failure by the Company to provide its services herein by reason of any fire, explosion, war, riot, strike, walk out, labour controversy, flood, shortage of water, power, labour, transportation facilities or necessary materials or supplies, default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the Company, then the Company shall not be liable to You during the period and to the extent of such inability or failure.

The Company stores data provided by You in cloud servers. Such cloud servers may be located outside of Canada, at the Company’s sole discretion.

You acknowledge and represent that, in executing this Agreement, You have either received advice as to Your legal rights from third-party legal counsel or have waived Your right to same and, in either case, that You have read and understood all of the terms and provisions of this Agreement.

These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.

905.488.1949               [email protected]
905.488.1949 [email protected]