Terms of Use for Website


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

The use of this Site is subject to these Terms of Use for Website (the “Terms”). These Terms and the Privacy Policy (the “Privacy Policy”) constitute a binding legal agreement between you, the entity you are acting on behalf of (as the case may be) and Loop Financial Inc., its subsidiaries and affiliated companies, including, without limitation, Loop Funding Inc. and Loop Securities Inc., an exempt market dealer registered in each jurisdiction of Canada in which it engages in dealing activities (collectively, “Loop”), governing your access to and use of the Site. Please read these Terms carefully before browsing or using this Site. By using this Site, you unconditionally consent to the practices described in these Terms and the Privacy Policy and agree to follow and be bound by these Terms and the Privacy Policy. IF YOU DO NOT ACCEPT THESE TERMS AND THE PRIVACY POLICY, YOU SHOULD NOT USE THIS SITE.

The contents of the Site include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Site includes all of the Contents.

Loop reserves the right to change these Terms and the Privacy Policy as well any other information on the Site at any time at its sole discretion. Notice of such changes will be given for 30 days on the Site. The modified Terms will apply immediately when posted on the Site. Loop encourages you to frequently review these Terms and the Privacy Policy.

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

THIS SITE IS ONLY INTENDED TO PROVIDE YOU WITH GENERAL INFORMATION AND IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY AND MAY NOT BE RELIED UPON FOR INVESTMENT PURPOSES.

  1. Use of the Site

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

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

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

  2. Protection of Personal Information

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

  3. User Communications

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

    Loop may, but is not obligated to, monitor, edit, remove or review any Communications, including questions and answers on the Q & A forum section of the borrowers’ loan request page (the “Loan Request Page”), and is under no obligation, unless and then only to the extent prescribed by law, to use, return, review or respond to any Communications. LOOP SHALL HAVE NO LIABILITY RELATED TO THE CONTENT OF ANY SUCH COMMUNICATIONS, WHETHER OR NOT ARISING UNDER THE LAWS OF COPYRIGHT, DEFAMATION OR LIBEL, PRIVACY, OBSCENITY OR OTHERWISE. Loop reserves the right to remove any or all Communications that contain material deemed inappropriate or unacceptable. Loop, its officers, directors, employees, consultants, representatives, agents, successors and assigns take no responsibility and assume no liability for the Communications.

  4. Username and Password

    The sections of the Site granting you access to Lending Loop require you to have a username and a password (the “Credentials”). Should you decide to register on the Site, you agree to provide accurate and up-to-date information about yourself and/or the entity you are acting on behalf of during the registration process (the “First Registration”) and to promptly update this information as needed to ensure that it remains accurate and complete at all times.

    Loop reserves the right to cancel or suspend your Credentials and to suspend, cancel or terminate your account, your use or your access to this Site, or any of its services, as well as remove and delete any information or content related to this Site or one of the services (and terminate your use thereof), for any reason whatsoever and at any time at its sole discretion, without notice and without liability to you or any other person.

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

    You are fully responsible and liable for the confidentiality and security of the Credentials as well as for any activity related to the use of your Credentials, including any and all use or misuse of your Credentials which may result from your disclosure of the Credentials. You assume sole responsibility for any activity related to the use of these Credentials on Lending Loop by anyone using your Credentials, including any of your employees, representatives or agents and any other person who may have obtained your Credentials by any means. After accessing the Site using the Credentials, you are responsible for closing the browser, clearing the browser’s cache and/or closing the session so that the Credentials cannot be accessed by a subsequent user. If you suspect that your Credentials are lost, stolen and/or known to be used by another person, you shall immediately notify Loop by telephone at 1 (888) 223-5667 or by e-mail at contact@lendingloop.ca. Loop assumes no responsibility or liability, and cannot be held liable, for any damages arising from or related to your failure to keep your Credentials confidential and secure.

    Should you experience dissatisfaction with this Site or one of its services, Terms, Privacy Policy, conditions or rules, you may discontinue using the Site or the service.

  5. Services

    Once registered, users of the Site may elect to open an account on behalf of a borrower (a “Borrower”), or as or on behalf of a Lender (a “Lender”) (the “Second Registration”). For the purposes of these Terms, persons operating sole proprietorships are deemed to be acting for and on behalf of an entity. Users who do not complete the Second Registration may however view content made available to them as general account holders, which shall contain limited information published on the Borrowers’ loan request page (“the Loan Request Page”). To view the full content of a Borrower’s Loan Request Page and purchase notes corresponding to a Borrower’s loan, users must be verified Lenders. To use Lending Loop to raise capital on behalf of a Borrower, users must make a loan application on behalf of a prospective Borrower and Loop must approve such application. Additional terms and conditions apply to approved Borrowers and persons acting on their behalf as well as to verified Lenders and persons acting on their behalf.

    Although persons from all jurisdictions may complete the First Registration to access Lending Loop, this Site is directed only to persons residing or having their principal place of business in one of the provinces and territories of Canada. As such, only persons residing or having their principal place of business in one of the provinces or territories of Canada may be eligible to become a Borrower or a Lender. This Site is not directed to any person in any jurisdiction where (by reason of that person's residence, principal place of business or otherwise) the publication or availability of the Site is prohibited. Persons in respect of whom such prohibitions apply must not access this Site.

    By viewing the content of this Site made available to you both before and after the First and Second Registration, you are agreeing that you, and each person you allow to access Lending Loop through your account, will abide by these Terms. These Terms represent an agreement between you, the entity you are acting on behalf of (as the case may be) and Loop, and it governs your access to and use of the services, websites, and applications offered by Loop. Your access to and use of the Service is conditioned on your acceptance of and compliance with this agreement.

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

  6. Legal Disclaimer

    UNDER NO CIRCUMSTANCES SHOULD ANY INFORMATION ON THIS SITE BE CONSTRUED AS A PUBLIC OFFERING OF SECURITIES OF ANY BORROWER IN ANY JURISDICTION OF CANADA OR OUTSIDE CANADA. THE INFORMATION FOUND ON THIS SITE IS PROVIDED SOLELY FOR INFORMATION PURPOSES AND SHOULD NOT BE INTERPRETED AS A RECOMMENDATION OR AS FINANCIAL, LEGAL, TAX, INVESTMENT, PROFESSIONAL OR EXPERT ADVICE. LOOP MAKES NO REPRESENTATION OR WARRANTY AS TO THE SUCCESS OF ANY INVESTMENT OPPORTUNITY PUBLISHED ON THE SITE. THE USE OF THE SITE DOES NOT REPLACE CONSULTATIONS WITH A QUALIFIED PROFESSIONAL.

    The information, services and contents featured on this Site are not intended to provide specific technical, financial, fiscal, legal, business or accounting advice, nor any other form of advice applicable to the user’s specific situation, and we recommend that you consult with your own professional advisors to determine how any information, services or contents made available on this Site apply to your specific situation.

  7. Trademarks and copyrights

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

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

  8. Internet Browser

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

  9. Hypertext Links

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

  10. Cookies

    Navigation on the Site is likely to cause the installation of cookies on your computer. A cookie is a small file which does not identify you but which records the information about the navigation of a computer on a Site. The data obtained is used to facilitate subsequent browsing on the Site and also allows tracking of certain statistical data which helps Loop improve its Site. Refusing the installation of a cookie may prevent you from accessing certain services or parts of the Site. You may configure your computer to accept or deny the installation of cookies.

  11. Forums and Social Networks

    Loop is happy to exchange with Borrowers and Lenders outside the Site but invites you to consult the Site for more up-to-date and accurate information. Loop can communicate information and news concerning Lending Loop and its services on social networks. However, if the content on social networks differs from the content on the Site, the latter shall prevail.

    Loop encourages users to publish comments regarding Loop or to ask questions on social networks. However, Loop does not verify or confirm the accuracy of the comments made by users about Loop or Lending Loop and its services. Loop does not endorse any of the opinions expressed in the comments nor does it ensure compliance with these Terms and/or the Privacy Policy on its social networks. However, Loop reserves the right to monitor activities concerning Loop on social networks and to censor any comments that it deems inappropriate or unacceptable at any time and at its sole discretion. Loop also reserves the right to ban a user from its social networks at any time and at its discretion.

    The social networks used by Loop may not be available at all times. Loop has no control over such interruptions because the servers of these social networks are managed by a third party. As such, Loop assumes no responsibility or liability if the social networks do not respond or are not available.

  12. Applicable Law

    The validity, construction and performance of these Terms are governed by the laws of the Province of Ontario, Canada. You consent and submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada, in all disputes arising out of or relating to the use of the Site, these Terms and/or the Privacy Policy.

  13. Waiver of Recourse

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

  14. Warranty Disclaimer

    SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.

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

  15. Limitations of Liability

    SOME PROVINCES AND TERRITORIES DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE PROVINCES, LOOP WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.

    IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOOP SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

    LOOP SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS.

    THE LIMITATIONS ON LOOP’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT LOOP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

  16. Indemnification

    You agree to indemnify, hold harmless and defend Loop, as well as its officers, directors, employees, agents, consultants, representatives, agents, successors and assigns, from and against any and all claims, demands, liabilities, costs or expenses of any kind, including, in particular, legal fees and disbursements resulting directly or indirectly from: (i) your breach of these Terms or the Privacy Policy; (ii) your access to, use or inability to access or use the Site; (iii) your use of or reliance on publications, communications, distributions or downloads of any nature; and/or (iv) your violation of any law or applicable regulation. You agree to cooperate with Loop in the contestation of any claim.

  17. Final Provisions

    If any provision of these Terms is deemed unlawful, void or unenforceable for any reason, that provision shall be severed and the remaining provisions will remain in force and be fully enforceable.

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

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

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

    These Terms were last updated on May 1, 2017.

Terms and Conditions for Borrowers


The following terms and conditions (“Borrowers’ Terms and Conditions”) explain the process to open an account as a borrower (a “Borrower”) on Lending Loop, how to use the borrowing section of Lending Loop operated by Loop Funding Inc. and the rights and obligations of Borrowers and persons acting on their behalf.

By submitting this application (the “Application”), you understand you must comply with these Borrowers’ Terms and Conditions, which should be read alongside, and are in addition to the Terms of Use for Website and the Privacy Policy.

The Borrowers’ Terms and Conditions, the Terms of Use for Website and the Privacy Policy, as amended from time to time, constitute a binding legal agreement (the “Agreement”) between you, the authorized representative of the Borrower, (the “Applicant”), the Borrower and Loop Financial Inc. and its subsidiaries and affiliated companies, including, without limitation, Loop Funding Inc. and Loop Securities Inc. (collectively, the “Loop Entities”). The terms and conditions contained in the Terms of Use for Website and the Privacy Policy are hereby incorporated by reference. All information provided in your Application will be governed according to the Privacy Policy.

By confirming that you have read and accept the Borrowers’ Terms and Conditions, you confirm (i) that you have read, understood and agree to follow and be bound by the Agreement, and (ii) that the entity you are acting on behalf of (the “Entity”) agrees to the Agreement and warrants that you are duly authorized to act on its behalf. For purposes of the Agreement, persons operating sole proprietorships are deemed to be acting for and on behalf of an Entity.

All references to “you” in the Agreement refer to both you, the Applicant, and the prospective Borrower itself, as the context may allow, and all references to any Loop Entity shall include such entity and any and all of its officers, directors, employees, agents, consultants, representatives, successors and assigns.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU SHOULD NOT SUBMIT AN APPLICATION TO BECOME A BORROWER.

  1. Username and Password

    To access Lending Loop, you have, in accordance with the Terms of Use for Website, created an account by providing us with your email address and a password (the “Credentials”). These Credentials will remain the same after Loop Funding Inc. will have approved this Application and you will have become a Borrower’s account holder.

    You agree to preserve the confidentiality of your Credentials and to assume sole responsibility for any activity related to the use of these Credentials by anyone, including any of your employees, representatives or agents and any other person who may have obtained your Credentials by any means. You acknowledge that you are responsible for such persons’ activities on Lending Loop, including for any loan request application, acceptance or refusal of terms and any answers and/or comments on the Q & A forum submitted while they had access to Lending Loop.

    Loop Funding Inc. reserves the right to cancel or suspend your Credentials and not to act on your instructions and suspend, cancel or terminate your account, your use or your access to the borrowing section of Lending Loop, or any of its services, where it suspects that the person logged into your account is not authorized or it suspects illegal or fraudulent activity or unauthorized use of the borrowing section of Lending Loop.

  2. Becoming a Borrower
    1. Eligibility to become a Borrower on Lending Loop

      To become and remain a Borrower on Lending Loop, a Borrower must meet the following criteria:

      1. meet the requirements of either a Standard Loan Program or a Custom Loan Program;
      2. have a valid Canadian deposit account, to facilitate the transfer of the loan and the loan repayments;
      3. where the Borrower is a Business:
        1. have a principal place of business in one of the provinces or territories of Canada;
        2. have operated for at least one complete year;
        3. have generated more than $100,000 of annual gross revenues in at least one of its last two fiscal years;
      4. where the Borrower is a corporation:
        1. at least 50% of the directors of the corporation must be Canadian residents;
        2. all the directors of the corporation must be at least 18 years old;
      5. such other criteria that may be deemed necessary to ensure the proper functioning of Lending Loop.

      Please note that:

      1. public bodies are not eligible to become Borrowers;
      2. entities that wish to become Borrowers must have a lawful purpose and be seeking funds in furtherance of their commercial activities;
      3. satisfaction of any or all of the above stated criteria in no way guarantees that your loan application will be approved and be posted on the lending section of Lending Loop; and
      4. no loan application will be approved and posted on Lending Loop by Entities for the purpose of raising capital in order to engage in lending activities on the lending section of Lending Loop.
    2. Information and Documents

      To confirm that the Entity you are acting on behalf of is eligible to become a Borrower and to verify its existence, Loop Funding Inc. has requested that you provide certain information and documents throughout the application form. To become a Borrower, you must provide all the information and documents marked as required and any other additional information and document that Loop Funding Inc. may from time to time request.

      In the event your Application is incomplete, Loop Funding Inc. may notify you by email and invite you to complete it. Please note that Loop Funding Inc. may at all times, during its review, request additional information and documents regarding you, guarantors, and other individuals associated with the business including shareholders and directors, if applicable. If you do not provide all the required information and documents requested by Loop Funding Inc. or refuse to provide said information or documents, the review process will be terminated and your Application refused.

      You hereby represent and warrant to Loop Funding Inc. that the information and documents provided in this Application and any and all additional information and/or documents submitted to or received by Loop Funding Inc. during the review of your Application and the borrowing process are true, complete and accurate in all respects, at the time of this Application and at all time while you remain a Borrower or have outstanding loans. YOU REPRESENT AND WARRANT THAT NO SUCH INFORMATION OR DOCUMENT, INCLUDING ANY INFORMATION WITH RESPECT TO THE DESCRIPTION OF THE ENTITY’S BUSINESS AND INDUSTRY, CONTAINS MISLEADING INFORMATION, OMISSIONS OR MISREPRESENTATIONS, LIKELY TO AFFECT A LENDER’S DECISION TO COMMIT FUNDS TO YOUR LOAN REQUEST. In the event of a change in any information or document provided to Loop Funding Inc., you agree to immediately notify Loop Funding Inc. of such change and provide it with the appropriate information or document, as the case may be.

      Information submitted as part of your Application may and will be contained in a disclosure document (an “Posting Supplement”), which will be posted on Lending Loop and made available to verified lenders authorized to use the lending section of Lending Loop (“Lenders”). There will be one Posting Supplement per loan request. The Posting Supplement completes the offering memorandum prepared by Loop Funding Inc. (the “Offering Memorandum”) and taken together these two documents contain all the information provided to Lenders for them to make an informed investment decision in respect of a specific loan request.

      BY SUBMITTING A LOAN APPLICATION, YOU REPRESENT AND WARRANT THAT YOU HAVE DISCLOSED TO LOOP FUNDING INC. ALL CIRCUMSTANCES THAT YOU ARE AWARE OF AND WHICH COULD OR MIGHT RESULT IN A MATERIAL ADVERSE CHANGE IN RESPECT OF THE BUSINESS, ASSETS OR FINANCIAL AFFAIRS OF THE ENTITY YOU ARE ACTING ON BEHALF OF AND ITS PRINCIPALS OR GUARANTORS’, INCLUDING WITHOUT LIMITATION ANY CLAIMS, UNDISCLOSED LIABILITIES, LITIGATION, ARBITRATION, COURT PROCEEDINGS OR INVESTIGATIONS, INCLUDING ANY INVESTIGATION BY ANY GOVERNMENTAL ENTITY, AGENCY OR OTHER SIMILAR ENTITY, WHICH ARE CURRENT, THREATENED, PENDING OR OTHERWISE REASONABLY LIKELY TO OCCUR BY ANY THIRD PARTY. You agree that you will promptly notify Loop Funding Inc. upon you becoming aware of or suspecting that one of the aforementioned events has occurred or may occur and will provide Loop Funding Inc. with any information as it may reasonably require from time to time.

      If you are, or at any time become, aware of any current or future claim (or potential claim) by the Canada Revenue Agency (or any other governmental agency, entity or public body) against you, the Entity you are acting on behalf of, or its guarantors you may not accept a loan and must contact Loop Funding Inc. immediately by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca.

      As outlined in the Privacy Policy, you acknowledge that the Loop Entities may and will use information provided by you to display it on the Entity’s loan request page and that such information will be made available to Lenders and general account holders as described in the Privacy Policy. Please refer to the Privacy Policy for a list of the information which will be made available to such users. IF YOU DO NOT AGREE WITH THE PRIVACY POLICY, DO NOT SUBMIT AN APPLICATION TO BECOME A BORROWER.

    3. Disclosure of Information

      By submitting this Application, you understand that you will be sharing information pertaining to the Entity’s business and affairs. You acknowledge being aware of intellectual property laws and having taken the necessary measures to protect the information you share with Loop Funding Inc., Lenders and general account holders. None of the Loop Entities will be held responsible for any loss or damage incurred by you in respect of any loss of intellectual property as a result of any disclosure of information by you to Loop Funding Inc. You hereby waive all rights of claim, action or demand against any of the Loop Entities.

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

    4. Risk Band

      When reviewing your Application, Loop Funding Inc. will use information obtained from Credit Agencies with respect to the Entity and will attribute the Entity you are acting on behalf of a credit risk band (the “Risk Band”), in accordance with Loop Funding Inc.’s internal guidelines.

      You hereby agree to be attributed a Risk Band and understand that such Risk Band will be made available to Lenders for information purposes only. Lenders are reminded to form their own investment decision regarding your creditworthiness and undertake their own research and analysis before pledging funds, including seeking professional independent advice.

    5. Decision

      Typically, applications will be acknowledged within the next business day and reviewed within four (4) business days of receipt; however please note that certain applications may take up to two weeks to be reviewed. Various factors may influence the duration of the review. Such factors include, but are not limited to: missing information and documents in an application, delays in identity verification or credit reports from Credit Agencies, entities with complex structures and many more.

      Once your Application will have been received, Loop Funding Inc. and its representatives will review it and confirm whether the Entity you are acting on behalf of is eligible to become a Borrower. In the event Loop Funding Inc. decides that it is not, Loop Funding Inc. will notify you to inform you that your Application has been declined and the reason why. If Loop Funding Inc.’s decision to reject your application is principally based on having erroneous information, you may contact Loop Funding Inc. by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca to amend your Application and re-submit the correct information and/or document, where applicable. If such erroneous information was submitted to Loop Funding Inc. by a Credit Agency, you will be asked to correct the information with the applicable Credit Agency. Upon the receipt of said information or document, the review of your Application will be re-activated and a new notice of decision will be sent to you.

      Please note that while Loop Funding Inc. uses standard internal guidelines and policies when reviewing and assessing loan applications, it has complete discretion as to whether to allow an entity to become a Borrower on the borrowing section of Lending Loop.

  3. Borrowing Process
    1. General Borrowing Process

      If your Application is approved, Loop Funding Inc. will notify you to inform you that the application process is finalized and send you a summary of the terms upon which Loop Funding Inc. is willing to publish on the lending section of Lending Loop the loan request of the Entity you are acting on behalf of (the “Loan Terms”), along with the following documents:

      • the loan agreement to be entered into among the Entity you are acting on behalf of, as Borrower, Loop Funding Inc., as lender, and the guarantor(s), if any, as guarantor(s) (the “Loan Agreement”), and which shall comprise the Loan Terms;
      • the security agreement granted by the Entity you are acting on behalf of, as debtor, in favour of Loop Funding Inc., as creditor, on all or certain of the Entity’s assets described in the security agreement (the “Security Agreement”);
      • one or more forms of guarantee to be signed by guarantors of the Entity (the “Guarantee”), if deemed necessary; and
      • a pre-authorized debit agreement pursuant to which the loan repayments will be debited from the Entity’s deposit account by Loop Funding Inc. and remitted to Lenders that have purchased notes issued by Loop Funding Inc. in connection with the Entity’s loan request in the form of payments of capital and interest (the “PAD Agreement” and collectively with the Loan Agreement, the Security Agreement and the Guarantee(s), the “Loan Documents”).);

      The Loan Terms will indicate, among other things, the maximum principal amount of the loan that Loop Funding Inc. agrees to post on the lending section of Lending Loop, the interest rate, the term, the fees payable to Loop Funding Inc. and the amount of the monthly repayments to be made. You understand that Loop Funding Inc. has no obligation to publish on the lending section of Lending Loop any loan request in the amount of any sought loan of an Entity and that the principal amount of a loan that Loop Funding Inc. may pre-approve for publication on the lending section of Lending Loop may be for a lesser amount.

      You will have 10 business days from the receipt of the Loan Documents to review and sign them. Please read them carefully and seek legal advice, if necessary, to ensure you fully understand the consequences of entering into such agreements. If an individual other than you agrees to provide a personal guarantee, you represent and warrant that there has been no undue influence on such guarantor.

      We require that you provide us with a bank statement pertaining to the deposit account from which the loan repayments of the loan extended by Loop Funding Inc. will be withdrawn pursuant to the “PAD Agreement”.

      If you agree with the content of the Loan Documents and consider their terms and conditions acceptable, you may sign them using your electronic signature and submit them to Loop Funding Inc. If you do not send the Loan Documents and submit them within this time frame, your loan request will be automatically cancelled.

      Once you have submitted the Loan Documents, a loan request page will automatically be displayed on the lending section of Lending Loop and the information provided by you will be made available on this page to Lenders and general account holders. Please refer to our Privacy Policy for more information on which pieces of information will be made available to each category of users.

      Once the Entity’s loan request page will be displayed on the lending section of Lending Loop, Lenders will be able to review it and commit to purchase notes issued by Loop Funding Inc. in connection with the Entity’s loan request. The Entity’s loan request will be funded solely with the proceeds of the sale of the notes issued by Loop Funding Inc. and a loan will only be extended to the Entity by Loop Funding Inc. if and when the Entity’s loan request will have received commitments to purchase notes in connection therewith in an aggregate amount equal to the amount of its loan request.

      The fundraising process will expire at the earlier of (a) the time the Entity’s loan request becomes fully funded or (b) the 30th day from the day the loan request was first posted on the borrowing section of Lending Loop. Loop Funding Inc. may, however, extend a loan request at any time at its sole discretion.

      IN THE EVENT YOUR LOAN REQUEST IS FULLY FUNDED, YOUR LOAN WILL BE ORIGINATED AND YOU WILL BE BOUND BY THE TERMS OF THE LOAN DOCUMENTS.

      You may opt out of the borrowing process at any time before your loan becomes originated or prior to the expiry of the fundraising process by contacting Loop Funding Inc. by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca. If you elect to opt out of the borrowing process, the Loan Documents will be canceled.

      If you become aware that the information displayed on your loan request page or may contain erroneous or misleading information, please notify Loop Funding Inc. by contacting us by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca. A representative of Loop Funding Inc. will make reasonable efforts to correct the loan request page. Please note, however, that once a loan is fully funded, the loan details may, however, no longer be amended.

    2. Limit of Outstanding Loans

      The Lending Loop system does not allow Entities to make additional loan requests while they have an outstanding loan request posted on the borrowing section of Lending Loop.

      If you wish to raise additional funds while still repaying a loan extended by Loop Funding Inc. on Lending Loop, please contact Loop Funding Inc. by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca. A representative will take note of your request and Loop Funding Inc. will determine whether you are eligible to raise the amount of your sought loan posted on the lending section of Lending Loop or to make a new loan request by assessing your creditworthiness using internal guidelines and policies.

    3. Fully Funded Loans

      Once the Entity’s loan will become fully funded:

      1. Loop Funding Inc. will provide you with a repayment schedule (the “Repayment Schedule”) indicating the loan repayments that will be debited from the Entity’s deposit account in accordance with the PAD Agreement; and
      2. Loop Funding Inc. will automatically transfer the aggregate amount of the loan, from which Loop Funding Inc.’s origination fee (the “Origination Fee”) will have been deducted, to the Entity’s deposit account. Please note that it may however take up to three (3) business days for the funds to be available in the Entity’s deposit account.
    4. Interest

      Interest will accrue on the unpaid loan principal balance from the date the loan will be disbursed until it will have been repaid in full.

    5. Payments

      Pursuant to the PAD Agreement, you acknowledge that Loop Funding Inc. may and will debit the monthly payments indicated in the Repayment Schedule directly from the Entity’s deposit account. Loop Funding Inc. may and will collect the repayment amount due up to four (4) business days before the date specified in the Repayment Schedule to ensure that the funds are received and distributed in a timely manner to Lenders holding notes issued by Loop Funding Inc. in connection with your loan. The monthly payments payable by you to Loop Funding Inc. may be viewed in the “Payments” section of your account on the borrowing section of Lending Loop.

      You hereby represent and warrant that you will hold enough funds on the Entity’s deposit account before the date a repayment is scheduled to be debited. You will be responsible for any fees and damages incurred by Loop Funding Inc. as a result of any breach of this obligation. In the event your account does not hold enough funds to make a scheduled monthly repayment, Loop Funding Inc. will notify you and request that you make the funds available on your deposit account and promptly confirm that such funds are available. Should the funds not be available within the next business day, Loop Funding Inc. will insert a missed payment mark (a “Missed Payment Mark”) in its books and records with respect to the Entity’s loan. If Loop Funding Inc.’s books and records indicate (i) three (3) consecutive Missed Payment Marks, (ii) four (4) Missed Payment Marks in total since the loan was extended to the Entity, or (iii) that the Entity is in default of making a scheduled monthly payment when due and payable and such default has continued for a period of 10 days or more, you shall be considered in default of your obligations and Loop Funding Inc. may and will, on giving notice to you, declare that the outstanding amount of the loan, interests and other applicable fees and expenses have become fully due and payable in accordance with the Loan Agreement and exercise all of the rights and remedies of Loop Funding Inc., including its rights and remedies under any Loan Document.

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

      You understand that missed payments which are not rectified within seven (7) business days of a returned repayment notification by Loop Funding Inc. are subject to a late payment fee (the “Late Payment Fee”), as explained in further detail under the heading “Fees” below.

      The Entity may repay its loan in full at any time at no extra cost provided that it repays the outstanding principal amount of the loan, together with all interest due until the end of the month in which the loan is to be repaid and any and all other fees and expenses, if applicable.

      If at any time you believe that the Entity may not be able to make one or more scheduled payment, please contact Loop Funding Inc. immediately by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca. Loop Funding Inc. may accept to accommodate you and enter into an alternative payment arrangement, within reasonable limits, but there are no assurances it will.

    6. Fees

      Loop Funding Inc.’s fees cover, among others, the issuance of notes, the review of loan requests, the operation of the borrowing section of Lending Loop as well as all other administrative expenses which may be incurred with documenting the Loan Documents, keeping records, making credit and fraud checks, registering the security interest granted in favour of Loop Funding Inc. pursuant to the Security Agreement, and ensuring collection of all due and payable monies.

      There are no fees to register as a Borrower or to apply for a loan. Fees are only charged if and when a loan is successfully funded.

      There are four (4) different fees to which you may become subject, as applicable, while borrowing on Lending Loop: (i) the Origination Fee; (ii) the Late Payment Fee; (iii) the non-sufficient funds fee (“NSF Fee”); and (iv) the collection and enforcement fees (the “Collection and Enforcement Fees”).

      1. The Origination Fee

        The Origination Fee is only applied once. It is automatically deducted from the aggregate amount of the raised funds before such amount is transferred to the Entity’s deposit account. The amount of the Origination Fee will be indicated in the Loan Terms and the Loan Agreement. Origination Fees that we may customarily charge from time to time are listed on Lending Loop’s website. Please note that these fees are subject to change without notice.

      2. Late Payment Fee

        Missed payments which are not rectified within seven (7) business days of a returned repayment notification from Loop Funding Inc. are subject to a Late Payment Fee, which is equal to 15% of the outstanding loan payments in arrears. Late Payment Fees are immediately due and payable to Loop Funding Inc. You hereby agree, for and on behalf of the Entity, that Loop Funding Inc. debits the amount of the Late Payment Fee at any time at its sole discretion from the Entity’s deposit account when due and payable.

      3. NSF Fee

        In each and every instance a loan payment withdrawal is denied by the Entity’s financial institution you will be charged an NSF Fee of $25.00.

      4. Collection and Enforcement Fees

        You understand that Loop Funding Inc. may and will charge you additional fees to cover collection expenses, litigation costs, as well as any other fees, costs or expenses incurred by or charged to Loop Funding Inc.by any third party in the course of protecting its rights and interests and the ones of Loop Funding Inc.

    7. Security and Guarantee

      The Entity shall grant in favour of Loop Funding Inc. a security interest on all or certain of its assets described in the Security Agreement (the “Security”) as well as any Guarantee. When Loop Funding Inc. has received the signed Loan Documents, it will register the Security in its name on the appropriate registry to ensure that the Security is enforceable. Loop Funding Inc. may determine that a loan does not require a Guarantee in certain cases, and in making this determination will consider the size of the loan and the nature of the Security Agreement, among other factors.

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

  4. Limitation of Liability

    The Loop Entities make no guarantee, representation or advice as to the success of any loan request whatsoever. Accepting to post a loan request on the lending section of Lending Loop does not constitute in any way an obligation of Loop Funding Inc. to procure funding or any warranty that funding will be available. You understand that your loan request may not be successful.

    Although Loop Funding Inc. strives to offer the best alternative financing option to Borrowers with low interest rates, you understand that interest rates advertised on Lending Loop’s website are for information purposes only and that Loop Funding Inc. does not guarantee that your loan request will be attributed a specific interest rate.

    THE LOOP ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING ANY LOAN REQUEST. THE SERVICES OFFERED BY THE LOOP ENTITIES ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. PLEASE BE AWARE OF THE LAWS OF YOUR PROVINCE OR TERRITORY OR THAT OTHERWISE APPLY TO YOU WITH RESPECT TO ANY LOAN YOU MAY ENTER INTO ON LENDING LOOP. YOU ACKNOWLEDGE THAT YOU ARE ACCESSING LENDING LOOP OF YOUR OWN INITIATIVE, AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS THAT ARE APPLICABLE IN YOUR JURISDICTION, INCLUDING APPLICABLE SECURITIES LAWS. YOU ACKNOWLEDGE AND HEREBY ACCEPT THE CONSEQUENCES THAT MAY ARISE FROM SENDING A LOAN APPLICATION, POSTING A LOAN REQUEST ON LENDING LOOP, AS WELL AS ENTERING INTO A LOAN AGREEMENT ON LENDING LOOP. You understand that information posted on the lending section of Lending Loop, including business models and business plans, as well as any other information, will be available to Lenders who may or may not keep such information confidential.

    You agree to indemnify, hold harmless and defend any Loop Entity from and against all expenses, costs, fees, losses, claims, actions, damages, obligations and liabilities of any kind, including, in particular any legal fees and disbursements, (collectively, the “Losses”) that may be incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against them or to which they may become subject or otherwise involved in any capacity insofar, including any Losses incurred as a result of your breach of the Agreement. You agree to cooperate with the Loop Entities in the contestation of any such claim, action, demand or investigation.

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

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

    FURTHERMORE, YOU ACKNOWLEDGE HAVING CONSULTED YOUR LEGAL ADVISOR AND THAT THEY HAVE ADVISED YOU ON POTENTIAL CONSEQUENCES AND/OR OBLIGATIONS PURSUANT TO BORROWING THROUGH LENDING LOOP.

  5. Confidentiality

    You are permitted to download and print content published on Lending Loop for your own records or personal use. You agree not to copy, reproduce or disclose any content available on Lending Loop without one of the Loop Entities’ express written consent. You will be held responsible for all damages incurred by any of the Loop Entities and any third party to the Agreement as a result of any breach of this confidentiality provision.

  6. Default

    If you are in default under the terms and conditions of the Loan Documents, Loop Funding Inc. may, on giving notice to you, declare that the outstanding amount of the loan, interests and other applicable fees and expenses will become fully due and payable in accordance with the Loan Agreement(s) and exercise all of the rights and remedies of Loop Funding Inc., including its rights and remedies under any Loan Document.

  7. Closing Your Account as a Borrower on the Borrowing Section of Lending Loop

    If you no longer wish to be a Borrower on the borrowing section of Lending Loop, you may close your account by sending us an email at borrowers@lendingloop.caHowever, please note that you may NOT close your account if you have an outstanding loan or any outstanding amount owed to Loop Funding Inc. for any reason whatsoever. Please also note that if you close your Borrower’s account you will remain a general account holder. To close all your accounts on Lending Loop, including your general account holder account, please include a specific request in this regard in your email.

    Loop Funding Inc. may close your Borrower’s account and your general account holder account at any time at its sole discretion, including but not limited to any and all of the following events:

    1. you are in breach of the Agreement;
    2. you are in breach of any term or condition contained in the Loan Documents;
    3. Loop Funding Inc. suspects that you have committed fraud, been involved in money laundering or other criminal activities;
    4. you are using Lending Loop for the purpose of soliciting or enticing any other person away from Lending Loop;
    5. you use Lending Loop in any of the following ways:
      1. in any way that causes, or is likely to cause, Lending Loop or access to Lending Loop to be interrupted or damaged in any way;
      2. for fraudulent purposes or in connection with a criminal offence;
      3. to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam; or
      4. to cause annoyance, inconvenience or needless anxiety.

    In the event Loop Funding Inc. closes your account:

    1. Loop Funding Inc. may and will, on giving notice to you, declare that the outstanding amount of your loan(s), interests and other applicable fees and expenses have become fully due and payable in accordance with the Loan Agreement(s) entered into and that it will exercise all of its rights and remedies, including its rights under any Loan Document; and
    2. Loop Funding Inc. will be authorized to set off and to apply any and all deposits held by Loop Funding Inc. on your behalf against any amount due and payable by you under the Loan Documents.
  8. Privacy

    You agree that any and all personal and non-personal information you provide to Loop Funding Inc. via the borrowing section of Lending Loop may be collected, stored, processed and used in accordance with Lending Loop’s Privacy Policy.

  9. About Lending Loop

    Lending Loop contains two sections:

    1. a borrowing section, operated by Loop Funding Inc., and on which entities that are seeking funds may make loan applications that are subject to a close examination of the entity which wishes to raise funds and other key individuals by Loop Funding Inc. before they are posted on the lending section of Lending Loop; and
    2. a lending section, operated by Loop Securities, an exempt market dealer registered in all of the jurisdictions of Canada in which it engages in dealing activities, on which Borrowers Loan requests are published and funded by the proceeds of Notes issued by Loop Funding Inc. in connection with such Borrower Loan requests.

    These two sections interact in the course of the borrowing and lending process in order to provide for, inter alia, the funding of Borrower Loan requests as well as the repayment of Notes issued in connection therewith to Lenders.

    All technology related matters are owned by Loop Financial Inc. which maintains and supports both sides of Lending Loop. Loop Funding Inc. and Loop Securities operate the borrowing and lending sides of Lending Loop respectively pursuant to the terms and conditions of a licence agreement entered into with Loop Financial Inc.

    Loop Funding Inc. and Loop Securities are affiliates, each being a wholly owned subsidiary of Loop Financial Inc.

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

  10. What Happens if One of the Loop Entities Becomes Bankrupt?

    In the event any or all of the Loop Entities cease their operations for any reason whatsoever, they will do everything in their power to ensure the proper administration of the existing outstanding loans extended by Loop Funding Inc. and notes issued to Lenders in connection therewith.

  11. General Terms

    While the Loop Entities use all reasonable efforts to ensure the functionality of both the borrowing and the lending sections of Lending Loop and uninterrupted access to Lending Loop, access may be suspended, restricted or terminated at any time. None of the Loop Entities will be responsible for any loss or damage suffered by any person, including any Borrower or Lender, because of any such suspension, restriction or termination, as well as for any technical problem.

    You hereby confirm that you, as the Applicant, and the Entity you are acting on behalf of and which may either be a prospective or an approved Borrower and each of its officers, directors, employees, agents, consultants, representatives, agents, successors and assigns, agree to use the borrowing section of Lending Loop only for lawful purposes and in a way which does not infringe the rights of any other user of Lending Loop. You also agree to remain polite and use good manners, when answering questions addressed from Lenders on the Q & A forum.

    You warrant that any Material that you upload is free from viruses or anything else which may affect the functionality of Lending Loop’s technology.

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

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

    SHOULD ANY INFORMATION PROVIDED IN THESE TERMS AND CONDITIONS VARY FROM THE INFORMATION PROVIDED IN THE LOAN DOCUMENTS THE LOAN DOCUMENTS SHALL PREVAIL.

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

    The Agreement and the Loan Documents will constitute the entire agreement between you and the Loop Entities with respect to all of the matters herein.

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

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

  12. Questions and Complaints

    If you have any questions about the Agreement or the borrowing section of Lending Loop or if you wish to make a complaint, please contact Loop Funding Inc.by telephone at 1 (888) 223-5667 or by e-mail at borrowers@lendingloop.ca.

    If you elect to make a written complaint, please provide us with the following information:

    1. your name and the full legal name of the Entity you are acting on behalf of;
    2. your username;
    3. the status of the Entity (prospective or approved Borrower);
    4. a detailed description of your complaint;
    5. if your complaint is with respect to a specific loan, the details of the loan; and
    6. the sought remedy.

    Please keep in mind that all loan-related disputes must be submitted in a timely manner.

    Once you file a complaint, our representatives will do their best to assist you and resolve the issue pursuant to Loop Funding Inc.’s complaint and dispute resolution internal policy. Typically, all complaints will be acknowledged and responded to within three (3) to five (5) business days of receipt and reviewed in detail; however please note that certain complex issues may take longer to investigate. Upon completion of the review, Loop Funding Inc. will provide you with a summary of the complaint, the results of the investigation and an explanation of the decision and measures taken to resolve the issue. Loop Funding Inc.’s final response concerning your complaint will include information regarding your options to escalate the complaint in the event you are not satisfied with its decision.

    While all complaints and claims receive fair-minded and impartial consideration towards resolution, the filing of a complaint alone does not guarantee the sought remedy.

    With respect to loan-related complaints, please note that pursuant to the Agreement:

    1. you are responsible for loan requests made using your username and password;
    2. No loan may be cancelled once the Loan Documents are signed and the loan request is fully funded;
    3. Loop Funding Inc. is not liable for any action, decision or order of any securities regulatory authority or regulator and the direct and indirect damages that may be incurred as a result of any such action, decision or order; and
    4. You are responsible for knowing the terms and conditions of the Agreement.

    Please note that none of the Loop Entities will be held liable nor indemnify any Borrower for any loss arising from any system failure, mistakes or other technological issues, as well as for any lost loan opportunity at any time.

  13. Amendments to these Terms and Conditions

    These terms and conditions may be amended or updated from time to time to comply with law or to meet the Loop Entities’ new business requirements. The Loop Entities could, however, not always be able to give you advanced notice of such updates or amendments but the amended or updated Borrowers’ Terms and Conditions will always be posted on the borrowing section of Lending Loop so that you can review them when you next log in. The amended Borrowers’ Terms and Conditions will immediately and automatically bind all Borrowers that have outstanding loans with Loop Funding Inc. and other approved and prospective Borrowers will be bound by the amended Borrowers’ Terms and Conditions by continuing to use the borrowing section of Lending Loop.These terms and conditions may be amended or updated from time to time to comply with law or to meet the Loop Entities’ new business requirements. The Loop Entities could, however, not always be able to give you advanced notice of such updates or amendments but the amended or updated Borrowers’ Terms and Conditions will always be posted on the borrowing section of Lending Loop so that you can review them when you next log in. The amended Borrowers’ Terms and Conditions will immediately and automatically bind all Borrowers that have outstanding loans with Loop Funding Inc. and other approved and prospective Borrowers will be bound by the amended Borrowers’ Terms and Conditions by continuing to use the borrowing section of Lending Loop.

These Borrowers’ Terms and Conditions were last updated on May 1, 2017.

Terms and Conditions for Lenders


The following terms and conditions explain the process to open an account as a lender (a “Lender”) with Loop Securities Inc. (“Loop Securities”), and how to use the lending section of Lending Loop operated by Loop Securities to purchase payment dependent notes issued by Loop Funding Inc. (“Loop Funding”).

By signing in to the lending section of Lending Loop to become a Lender (the “Registration Application”), you understand you will have to comply with the following terms and conditions (the “Lenders’ Terms and Conditions”) at all times while you remain a Lender. The Lenders’ Terms and Conditions should be read together with, and are in addition to, the Terms of Use for Website and the Privacy Policy.

The Lenders’ Terms and Conditions, the Terms of Use for Website and the Privacy Policy, as amended from time to time, constitute a binding legal agreement (the “Agreement”) between you and Loop Financial Inc. and its subsidiaries and affiliated companies, including, without limitation, Loop Funding Inc. and Loop Securities Inc. (collectively, the “Loop Entities”) governing the access to and use of this website. The terms and conditions contained in the Terms of Use for Website and the Privacy Policy are hereby incorporated by reference. All information provided in your Registration Application will be governed according to the Privacy Policy.

By confirming that you have read and accept the Lenders’ Terms and Conditions, you confirm that you have read, understood and agree to follow and be bound by the Agreement.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT REGISTER TO BECOME A LENDER.

For the purpose of these Lenders’ Terms and Conditions, all references to “you”, where you are acting on behalf of a Lender that is an entity, shall, as context may allow, be deemed to include such entity, and all references to Loop Securities shall include Loop Securities and any and all of its officers, directors, employees, agents, consultants, representatives, successors and assigns.

  1. Username and Password

    To access Lending Loop, you have, in accordance with the Terms of Use for Website, created an account by providing us with your email address and a password (“Credentials”). These Credentials will remain the same after you become a Lender.

    You agree to preserve the confidentiality of your Credentials and to assume sole responsibility for any activity related to the use of these Credentials by any person who may have obtained them, regardless of the mean they may have obtained them from. You acknowledge that you are responsible for such persons’ activities on Lending Loop, including for any payment dependent notes purchased in connection with a loan extended by Loop Funding to a borrower registered on Lending Loop (a “Borrower Loan”) and/or questions or comments on the Q & A forum of any Borrower Loan request submitted while they had access to your Lending Loop account.

    Loop Securities reserves the right to cancel or suspend your Credentials and not to act on your instructions and suspend, cancel or terminate your account, your use or your access to the lending section of Lending Loop, or any of its services, where Loop Securities suspects that the person logged in to your account is not authorized or Loop Securities suspects illegal or fraudulent activity or unauthorized use of the lending section of Lending Loop.

  2. Becoming a Lender

    1. Eligibility to become a Lender on Lending Loop

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

      1. For natural persons:
        1. be a Canadian citizen or a permanent resident of Canada;
        2. reside in Canada;
        3. be of the legal age of majority in your province or territory of residence;
        4. have the legal capacity to contract; and
        5. have a valid Canadian deposit account.
      2. For entities:
        1. be a corporation or a partnership;
        2. have your head office in one of the provinces or territories of Canada;
        3. have existed since at least one year ago;
        4. have a valid Canadian deposit account; and
        5. at least 50% of the directors of the corporation or partners of the partnership must be Canadian residents.
    2. Information and Documents

      To confirm that you are eligible to become a Lender, and to verify your identity, Loop Securities requests that you provide certain information and documents. To become a Lender, you must provide all the information and documents marked as required in the registration form to become a Lender and any other additional information and/or document that Loop Securities may request from time to time.

      You hereby represent and warrant to Loop Securities that the information and documents you have provided and/or will provide to Loop Securities, and any and all additional information and/or documents that will be submitted to or received by Loop Securities during the review of your Registration Application, as well as during the lending process, are true, complete and accurate in all respects, as of the date of your registration and at all times while you remain a Lender, have outstanding note commitments or own notes purchased through the lending section of Lending Loop. In the event of a change in any information or document provided to Loop Securities, you agree to immediately notify Loop Securities of such change and provide Loop Securities with the correct information or document, if applicable.

      You represent and warrant that you have disclosed to Loop Securities all circumstances that you are aware of which could or might result in a material adverse change in your financial condition, including without limitation any claims, undisclosed liabilities, litigation, arbitration, court proceedings or investigations, including any investigation by any governmental entity, agency or other similar entity, which are current, threatened, pending or otherwise reasonably likely to occur by any third party.

      If, at any time, you become aware of any current or future claim (or potential claim) by the Canada Revenue Agency (or any other governmental agency, entity or public body) on your assets, you must contact Loop Securities immediately by telephone at 1 (888) 223-5667 or by e-mail at lenders@lendingloop.ca.

      You hereby acknowledge that Loop Securities may and will use the information provided by you as outlined in the Privacy Policy. Please refer to the Privacy Policy for more information in this regard.

    3. Decision

      Typically, Registration Applications are processed within two (2) business days of receipt; however please note that Loop Securities may take up to 7 days to review your registration. Various factors may influence the duration of the review. Such factors include, but are not limited to, delays in identity verification or reports from credit agencies.

      Once we will have received your Registration Application, we will review it and confirm whether you are eligible to become a Lender. In the event Loop Securities decides that you are not eligible to become a Lender, Loop Securities will notify you and inform you that your Registration Application has been refused and the reason for the refusal. If Loop Securities’ decision to refuse to grant you the status of Lender is principally based on having erroneous information, you may contact Loop Securities by telephone at 1 (888) 223-5667 or by e-mail at lenders@lendingloop.ca and re-submit the correct information and/or document, if applicable. If such erroneous information was submitted to Loop Securities by a credit agency, you will have to correct the information with the applicable credit agency before Loop Securities re-activates the review of your Registration Application. Upon receipt of said information or document, the review of your Registration Application will be re-activated and a new notice of decision will be sent to you.

      Please note that Loop Securities uses internal guidelines and policies when reviewing and assessing Registration Applications, but has complete discretion as to whether to allow a person to become a Lender on the lending section of Lending Loop.

  3. Lending Process

    1. General Lending Process

      If your Registration Application is approved, Loop Securities will notify you by email to inform you that you are now a Lender. Following such notification, you will be granted full access to the lending section of Lending Loop when logging into your account, provided that you hold funds in your Lending Loop account, as explained below.

      On the lending section of Lending Loop, you will have the opportunity to purchase securities in the form of payment dependent notes (“Notes”) issued by Loop Funding. Notes are issued in series and each series (and each Note within such series) is issued in connection with a single Borrower Loan. Loop Funding’s obligations with respect to a Note may therefore only be affected by the performance of the Borrower Loan in connection to which that Note was issued. In this regard, please note that Loop Funding has no obligation to make any repayments under the Notes unless, and only to the extent that, Loop Funding receives repayments under the corresponding Borrower Loan.

      You will be able to browse through Borrower Loan request pages and view all of the information displayed on such pages, including, but not limited to, financial information regarding the Borrower Loans and the list of Lenders that have committed to purchase Notes in connection to such Borrower Loans.

      To commit to purchasing Notes pertaining to a Borrower Loan, you will need to have sufficient available funds in your Lending Loop account. The minimum value of any Note available for purchase is $25. In this regard, you will need to first transfer at least $25 to your Lending Loop account.

      Upon submitting your Registration Application, you will be required to transfer at least $200 to your Lending Loop account. If you wish to transfer funds into your Lending Loop account after your Registration Application has been approved, you will simply have to follow the steps described in the section titled “Add Funds” in your Lending Loop account. For more information, please refer to the section titled “Transfer of Funds” below.

      Lenders are not required to hold a minimum amount in their Lending Loop account. However, please note that if you do not have funds in your Lending Loop account, you will have restricted access to the Borrower Loans request pages, such as general Lending Loop account holders who are neither registered borrowers nor Lenders, and will only be able to view limited information pertaining to Borrower Loan requests. Moreover, please note that Loop Securities may terminate your account if it has been inactive for a period of time exceeding 30 days.

      Funds held in your Lending Loop account are held by Loop Securities in trust in an account with a Canadian Financial Institution, until or unless withdrawn by you or transferred by Loop Securities to a borrower’s deposit account following a successful Borrower Loan request. Please note however that Loop Securities will pay no interest to you on money held in your Lending Loop account. As soon as the funds will be received and allocated to your Lending Loop account, you will be able to start committing funds to Borrower Loans.

      Once you will have decided which Borrower Loan you wish to fund, you will simply have to click on the “invest” button on the Borrower Loan request page and enter the amount you wish to commit. The minimum amount of a commitment is $25Various restrictions on the amount you may invest in a single borrower loan may apply. Please note that Note purchase commitments can only be made in amounts representing multiples of $25.

      Before committing to purchase a Note, you must read the offering memorandum (the “Offering Memorandum”) and posting supplement (the “Posting Supplement”) prepared by Loop Funding in connection with the issuance of the Note. The Offering Memorandum and Posting Supplement pertaining to a Note will be accessible from the Borrower Loan request page corresponding to the corresponding series of Notes. Please read the Offering Memorandum and the Posting Supplement carefully and take the appropriate amount of time you need to make sure you understand its content and seek legal advice, if necessary, to ensure you fully understand the consequences of committing to purchase the Note. You may, and Loop Securities encourages you to, save or print a copy of the Offering Memorandum and the Posting Supplement for your files and for further review before submitting your Note purchase commitment.

      Note purchase commitments will be accepted in connection with a Borrower Loan request until the earlier of (a) the time the amount of the sought loan indicated on such Borrower Loan request page becomes fully funded, and (b) the 30th day from the day the Borrower Loan request was first posted on Lending Loop’s website (the “Borrower Loan Request Expiry Date”). In this regard, please note that Loop Securities may, in certain limited circumstances and with the approval of the borrower, reduce the amount of a Borrower Loan request on Lending Loop, and/or postpone, at its sole discretion, as it deems reasonable, the Borrower Loan Request Expiry Date to a later date, but in no event will a Borrower Loan request be extended for a period exceeding an aggregate amount of 15 days from the original Borrower Loan Request Expiry Date. Loop Securities will notify you by email of any such postponement in connection with a Borrower Loan request to which you have submitted a Note purchase commitment and its new expiry date.

      Once you’ll have reviewed the Offering Memorandum and the Posting Supplement, if you agree with their content and consider their terms and conditions acceptable, you will have the option to confirm that you agree to commit to purchase the Note and be bound by all the terms and conditions set forth under the note purchase agreement entered into at the opening of your Lender account (the “Note Purchase Agreement”). If your commitment to purchase a Note is duly submitted, the amount you will have committed will automatically be added to the aggregate amount of the funds committed to the Borrower Loan, as indicated on the Borrower Loan request page.

      You understand that clicking on the “invest” button does not automatically confirm your commitment to purchase a Note in connection with a Borrower Loan request, nor does it grant you any right of priority over the commitment of any other Lender. It is only once your commitment to purchase the Note is received and accepted that your commitment will be added to the pool of funds committed by Lenders with respect to that Borrower Loan request. Accordingly, you understand that other Lenders could confirm their commitment to purchase a Note and submit their commitment simultaneously with you and that this could result in either (i) the amount you wished to commit being then greater than the remaining amount of the Borrower Loan request still available to be funded, or (ii) the Borrower Loan request becoming fully funded, in which case you could lose the opportunity to purchase a Note pertaining to that Borrower Loan. You understand that in such circumstances, you will have no recourse against Loop Securities, the borrower or any other person with respect to your investment opportunity loss. If the amount you wished to commit is then greater than the remaining amount of the Borrower Loan request still available to be funded, you will be redirected to the Borrower Loan request page which will have been updated and your sole option will be to re-commit a different amount.

      Subject to applicable securities laws, all commitments made by confirming your Note purchase commitment are final. Once your commitment is submitted, you will not have the right to opt out of the lending process beyond the extent permitted by applicable securities laws. You will be able to view the amount committed to the Borrower Loan request in your Lending Loop account under the “Commitments” category, but you will not be able to use such amount to make other commitments.

      Please note that a borrower may not comply with certain requirements that exist in order for a Borrower Loan to close following it being fulling funded In the event a prospective Borrower Loan does not close within five (5) business days of being fully funded, your commitment will be cancelled and the amount you committed will be made available in your Lending Loop account under the “Available Funds” category. Once a Borrower Loan request is fully funded and closes, the funds you will have committed will be deducted from your account and accordingly, the amount of your commitment indicated under the “Commitments” category of your Lending Loop account will be transferred under the “Total Commitments” category.

    2. Payments

      With respect to payments made to a Lender in repayment of capital and interest of a Note purchased by a Lender, Loop Securities credits the amount each Lender is entitled to directly in their Lending Loop account. Lenders can view the amounts and scheduled credit date of the payments to which they are entitled with respect to each Note they have purchased on the lending section of Lending Loop in the section titled “Note Payments” on the home page of their Lending Loop account.

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

      Loop Funding is authorized to collect the amounts due by the borrowers up to three (3) business days before the date on which such payments are due. Loop Securities undertakes, on behalf of Loop Funding, to use reasonable efforts to credit such amounts collected on Borrower Loans to the Lending Loop account of the Lenders that purchased corresponding Notes on or about such date. However, Loop Securities and Loop Funding make no representation or warranty to the effect that any amount will be credited to the Lenders’ account or as to the exact date on which such amounts will be credited. Various factors may influence the date the funds are credited and/or the actual credit of the funds itself. Such factors include, but are not limited to, (i) the borrower defaulting from its obligations under its Borrower Loan (ii) delays in transfers of funds between the financial institutions where the borrowers, Loop Funding and Loop Securities have their respective accounts.

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

      You understand that borrowers have the right under the Borrower Loans to repay the outstanding principal of their loan to Loop Funding in full at any time without penalty and that, as a result, Loop Funding will, in such event, repay the same amount received from the borrower under the Borrower Loan to Lenders and that consequently, you may not receive all the interest you would have been entitled to, had Loop Funding kept making the monthly repayments indicated on the repayment schedule prepared in connection with the Note (the “Repayment Schedule”) until the term of the Borrower Loan. If Loop Funding repays the outstanding principal associated with a Note in full before the term of the Note, you will only be entitled to the principal of the Note and interest accrued until the date of discharge of its obligations under the Note, in proportion to your contribution to the Borrower Loan.

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

    3. Transfer of Funds

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

      You may transfer funds to and from more than one deposit account. However, only transfers of funds between your Lending Loop account and an authorized deposit account (“Authorized Deposit Account”) will be accepted. In this regard, you will need to submit to Loop Securities’ approval the information of the deposit account you wish to transfer funds to or from before your first transfer to or from this deposit account. Please note that Loop Securities will only authorize transfers of funds with Canadian deposit accounts held in your name. If your Registration Application is approved, the deposit account indicated in your Registration Application will be set as your Authorized Deposit Account by default.

      You may remove an Authorized Deposit Account or add a new deposit account to your Lending Loop account at any time by following the steps indicated on the section of your Lending Loop account titled “Add Funds”. Once submitted, Loop Securities will review your request and notify you by email when the deposit account will have been authorized. In this regard, please note that Loop Securities may take up to five (5) business days to review such requests.

    4. Fees

      Loop Securities charges no fee to Lenders to open and maintain an account on the lending section of Lending Loop.

      Loop Funding charges an annual fee amounting to an annualized rate of 1.5% of the outstanding principal under a Note on each repayment date under the Note. This fee is automatically deducted by Loop Securities before the repayments to which such Lenders are entitled to are credited to their Lending Loop account, but only if and when a borrower makes repayments to Loop Funding.

      The section titled “Note Payments” on the home page of your Lending Loop account indicates the amounts scheduled to be credited to your account. The applicable Lender’s fee will have already been deducted from these amounts, such that these amounts will represent the exact amounts that will be credited to your Lending Loop account. Please note that the section titled “Transactions” indicates the full amounts to which you are entitled before the deduction of the applicable Lenders’ fee and that accordingly, these amounts will not be credited to your Lending Loop account.

      The Lender’s fee, in addition to the fees applicable to borrowers, may, once deducted, be shared between Loop Funding, Loop Securities and other affiliated entity thereof in order to, among other, cover the costs of maintaining and operating Lending Loop, as well as all other administrative expenses which may be incurred with documenting the Borrower Loans and Notes on Lending Loop, keeping records, making credit and fraud checks, registering security interests granted by borrowers to secure their Borrower Loans and ensuring collection of all due and payable monies.

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

    5. Security and Guarantee

      All Borrower Loans are secured.

      Before a Borrower Loan closes, borrowers must (i) grant in favour of Loop Funding a security interest on all or certain of their assets and (ii) cause the guarantor(s) of the borrower to provide a guarantee.

      Once a Borrower Loan closes, Loop Funding registers the security in its name on the appropriate registry. Please note, however, that Loop Funding and Loop Securities make no representation or warranty with respect to the enforceability, rank or quality of said security. Lenders must undertake their own investigations to determine whether the security is sufficient.

    6. Events of Default

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

      If you become aware of any circumstance that could result in the borrower being or becoming in default of its obligations under a Borrower Loan, you may inform Loop Securities. Once your notification is received, Loop Securities will inform Loop Funding of the circumstances and Loop Funding will review the information received in accordance with its internal guidelines. Loop Funding will notify you of its decision and the measures undertaken against the borrower, if any. While Loop Funding takes communications from Lenders seriously and carefully reviews them, the filing of a notification alone does not create an obligation of Loop Funding to undertake any measure against a borrower. Loop Funding has complete discretion in determining whether a borrower is in default of its obligations pursuant to the agreement under which a Borrower Loan is made. You hereby acknowledge that Loop Funding and Loop Securities will not be held liable for any loss or damage incurred by you as a result of its omission to undertake any measure against a borrower.

  4. Use of Third-Party Applications

    Accessing the lending section of Lending Loop through the use of a third-party application, other than a browser, is not permitted and it is strictly forbidden to access the lending section of Lending Loop for any other purpose than for the purpose contemplated hereunder, namely, but not limited to, data extraction, data scrapping, performance evaluation, marketing analysis or other similar uses. Access to Lending Loop is optimally supported through the use of the following browsers: Google Chrome Version 51 and Safari Version 8+.

  5. No Secondary Market

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

  6. Referral Program

    Loop Funding Inc. may offer limited-time referral programs (each a “Referral Program”) to specified registered users of the Lending Loop website (the “Site”). Each Referral Program is subject to these terms and conditions. A Referral Program may be subject to additional terms and conditions. In the event of any conflict the terms and condition applicable to a specific Referral Program will govern.

    1. Only parties that are Lenders as defined in the Offering Memorandum to the Payment Dependent Notes (the “Notes”) offered by Loop can make a referral that is subject to a Referral Program (each a “Referring Party”).
    2. Any party that is referred (each a “Referred Party”) by a Referring Party
      1. may not be a current Lender, and
      2. must become a Lender and acquire the amount of Notes specified in the applicable Referral Program by the end of the period specified in the applicable Referral Program (the “Referral Period”) in order for the Referred Party and the Referring Party to be entitled to receive the Referral Award as defined below under the applicable Referral Program.
    3. The Referred Party must register to be a Lender on the Lending Loop website during the Referral Period using the offer code provided by the Referring Party. The Referring Party must meet the eligibility requirements set forth in the Terms and Conditions for Lenders found on the Lending Loop website.
    4. Provided the aforesaid conditions are met, then (subject to the restrictions set forth below) an award of specified in the applicable Referral Program (each, a “Referral Award”) will be credited to the Lender Account of the Referring Party and the Referred Party within 60 days of the end of the Referral Period.
    5. Notwithstanding the forgoing, a party’s eligibility to receive Referral Awards is subject to the following restrictions:
      1. only one Referral Award, under only one Referral Program, is payable with respect to any one Referred Lender, and if any Referred Lender is referred by more than one Referring Users and/or in connection with more than one Referral Program, a Referral Award will be paid only to the first (in time) Referring User to refer such Referred Lender under the first (in time) applicable Referral Program; and
      2. a Referring Party is not eligible for more than one (1) Referral Award with respect to Referred Lenders residing at the same address.
    6. No alternate or substitute awards will be given in connection with any Referral Program.
    7. Loop reserves the right at all times to modify, amend, extend or withdraw all or any elements of a Referral Program at any time by giving notice to Lenders.
  7. Warning and Limitation of Liability

    Loop Funding, Loop Securities and any affiliated entity thereof make no representations or warranties of any kind, either express or implied, regarding the success of any Note or investment opportunity on the lending section of Lending Loop whatsoever. Lenders retain complete control and discretion over whether or not to purchase a Note pertaining to a specific Borrower Loan on the lending section of Lending Loop. Nothing Loop Funding, Loop Securities or any affiliated entity thereof does and nothing on the lending section of Lending Loop is intended to operate or be construed as advice by any of Loop Funding, Loop Securities or any affiliated entity thereof to purchase a particular Note.

    Committing to purchase a Note on the lending section of Lending Loop does not constitute in any way a certainty that you will purchase that Note. You understand that it is only once you have committed to purchase a Note and that the corresponding Borrower Loan has closed, that you will purchase a Note and be entitled to repayments of principal and interest.

    In addition, you understand that the borrowers’ credit risk band (the “Risk Band”) indicated on the Borrower Loan request pages is determined by Loop Securities in accordance with internal guidelines using, among others, information obtained by the borrowers in their loan application and the results of credit reports from credit reporting agencies. While Loop Securities considers that borrowers’ Risk Band adds value to the borrowing and lending process, the determination and provision of borrowers’ Risk Bands are not based on recognized principles and are intended to be informative only. You should not make an investment decision in connection with a specific borrower by relying solely on such borrower’s risk band or the ratios or financial information published on such a Borrower Loan request page. You understand that such information may prove to be inaccurate or may not accurately reflect the borrower’s creditworthiness, which may cause you to lose part or all of your investment.

    The financial information published on the Borrower Loan request pages may not be audited and contains certain measures that are used as indicators of the borrower’s financial performance. These measures do not have standardized meanings prescribed by the International Financial Reporting Standards (IFRS) and the securities regulatory authorities and regulators. The computation method used by certain borrowers may be different from the method used by others and accordingly, may not be comparable. You understand that these measures are for information purposes only and have important limitations as analytical tools.

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

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

    Lenders should carefully consider the risk factors related to the borrowers’ industry and additional factors that could affect their operating results and performance. Lenders are urged to carefully consider such factors before deciding to commit funds. Loop Funding, Loop Securities and any affiliated entity thereof undertake no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

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

    Although borrowers represent and warrant that the information they provide is true, complete and accurate in all respects, and that such information does not contain misleading information, omissions or misrepresentations likely to affect a Lender’s investment decision, such information could prove to be false, incomplete or inaccurate, or contain misleading information or omissions or misrepresentations. You understand that Loop Funding, Loop Securities and any affiliated entity thereof make no representation or warranty with respect to the accuracy or completeness of the information published on a Borrower Loan request pages or with respect to their Risk Band. Loop Funding, Loop Securities and any affiliated entity thereof disclaim all liability for any such information. Furthermore, Loop Funding, Loop Securities and any affiliated entity thereof disclaim all liability for any material supplied by or contained on any external website linked to from a Borrower Loan request page. You hereby renounce to and give Loop Funding, Loop Securities and any affiliated entity thereof complete and final release and discharge from, and with respect to, any and all claims, rights and recourses, present or future, of any nature or cause whatsoever related to lending on the lending section of Lending Loop or related to any misrepresentation, inaccurate or misleading information or any material facts unclearly presented on a Borrower Loan request pages.

    The information found on the lending section of Lending Loop is provided solely for information purposes and should not be interpreted as a recommendation or as financial, legal, tax, investment, professional or expert advice. The use of the lending section of Lending Loop and the services offered by Loop Securities are not intended as a substitute for professional advice and do not replace consultations with a qualified professional. While Loop Securities Inc. is registered as an exempt market dealer with the securities regulatory authorities of all of the provinces and territories of Canada in which it engages in dealing activities, no securities regulatory authority or regulator has approved or expressed an opinion about any of the Notes offered on the lending section of Lending Loop.

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

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

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

  8. Confidentiality

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

    In addition, you hereby agree not to make any unauthorized use of the Note Purchase Documents, not to copy and use them for any transaction outside of Lending Loop and/or use these documents to engage in any other activities which may be similar to the activities engaged Loop Funding, Loop Securities and any affiliated entity thereof.

    You will be responsible for any breach of this provision, including any breach of intellectual property laws, and will indemnify and hold Loop Funding, Loop Securities and any affiliated entity thereof harmless of any loss or damages suffered by them as a result of any breach of this provision.

    Loop Funding, Loop Securities and any affiliated entity thereof make no representation or warranty to the effect that the content of the lending section of Lending Loop does not infringe the rights of any third party.

  9. Closing your Lending Loop Account

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

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

    1. you are in breach of this Agreement;
    2. you are in breach of any term or condition provided for in the Note Purchase Documents;
    3. you have used or are using automated scripts or Third-Party Applications to access Lending Loop;
    4. your account has been inactive for a period of time exceeding 30 days;
    5. Loop Securities suspects that the person logged into your Lending Loop account is not authorized;
    6. Loop Securities suspects that you have committed fraud, are involved in money laundering activities or other criminal activities;
    7. you are using or have used Lending Loop to solicit or entice away any person from Lending Loop; or
    8. you are using or have used Lending Loop in any of the following ways:
      1. to publish, send, use or provide a link to material that is illegal, offensive, indecent, libellous or obscene;
      2. in breach of any copyright, trademark, privacy or any other right;
      3. in any way that is injurious to any other user of Lending Loop or to any other third party;
      4. in any way that causes, or is likely to cause, Lending Loop or access to Lending Loop to be interrupted or damaged in any way;
      5. for advertisement purposes or in any way that would be in violation of the provisions contained in Canada's anti-spam legislation (CASL); or
      6. in any way that causes annoyance, inconvenience or that would otherwise disturb the ordinary lending activities taking place on Lending Loop.

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

  10. Privacy

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

  11. About Lending Loop

    Lending Loop contains two sections:

    1. a borrowing section, operated by Loop Funding Inc., and on which entities that are seeking funds may make loan applications that are subject to a close examination of the entity which wishes to raise funds and other key individuals by Loop Funding Inc. before they are posted on the lending section of Lending Loop; and
    2. a lending section, operated by Loop Securities, an exempt market dealer registered in all of the jurisdictions of Canada in which it engages in dealing activities, on which Borrowers Loans requests are published and funded by the proceeds of Notes issued by Loop Funding Inc. in connection with such Borrower Loan requests.

    These two sections interact in the course of the borrowing and lending process in order to provide for, inter alia, the funding of Borrower Loan requests as well as the repayment of Notes issued in connection therewith to Lenders.

    All technology related matters are owned by Loop Financial Inc. which maintains and supports both sides of Lending Loop. Loop Funding Inc. and Loop Securities operate the borrowing and lending sides of Lending Loop respectively pursuant to the terms and conditions of a licence agreement entered into with Loop Financial Inc.

    Loop Funding Inc., and Loop Securities are affiliates, each being a wholly owned subsidiary of Loop Financial Inc.

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

  12. Questions and Complaints

    If you have questions or concerns about this Agreement or the lending section of Lending Loop, please contact Loop Securities by telephone at 1 (888) 223-5667 or by e-mail at lenders@lendingloop.ca. If you would like to file a formal complaint, please refer to our complaints page for a detailed description of your options.

    With respect to Note purchase-related complaints, please note that pursuant to this Agreement:

    1. You are responsible for all Note purchase commitments made using your Credentials;
    2. Loop Securities is not liable for any action, decision or order of any securities regulatory authority or regulator and the consequences these may cause; and
    3. You are responsible for knowing the terms and conditions of this Agreement.

    Please note that Loop Securities will not be held liable nor indemnify any Lender for any loss arising from any system failure, mistakes or other technological issues, as well as for any lost investment opportunity at any time.

  13. General Terms

    While Loop Securities will use all reasonable efforts to ensure the functionality of the lending section of Lending Loop and uninterrupted access to the lending section of Lending Loop, access may be suspended, restricted or terminated at any time. Loop Securities will not be responsible for any loss or damage suffered by any person, including any borrower or Lender, because of any such suspension, restriction or termination, as well as for any technical problem. You hereby agree that you will use the lending section of Lending Loop only for lawful purposes and in a way which does not infringe the rights of any other user of Lending Loop. You also agree to remain polite and use good manners, when addressing questions or comments to borrowers.

    You are responsible for all costs incurred by you in accessing the lending section of Lending Loop.

    Should any information provided in these terms and conditions vary from the information provided in the Note Purchase Documents, the Note Purchase Documents shall prevail.

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

    This Agreement and the Note Purchase Documents will constitute the entire agreement between you and Loop Securities with respect to all of the matters herein.

    Your obligations pursuant to these terms and conditions shall survive the termination of this Agreement or your Loop Securities account.

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

  14. Amendments to these Terms and Conditions

    We may update or amend these terms and conditions from time to time to comply with law or to meet our changing business requirements. We may not always be able to give you advanced notice of such updates or amendments but we will always post them on Lending Loop so that you can view them when you next log in. By continuing to use the lending section of Lending Loop, you agree to be bound by the terms of these updates and amendments, as applicable.

    These Lenders' Terms and Conditions were last updated on May 1, 2017.