Terms of Service

In order to fund your invoices with FundThrough, we need you to agree to the following terms and conditions.

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USA
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Thanks for considering funding your invoices through FundThrough. Before setting up an account or using FundThrough to improve your cash flow, please read the following Terms of Use (“Terms”) carefully so that you understand your legal rights and obligations with respect to FundThrough.

The following Terms govern your use of both the fundthrough.com website, including any subdomains, (the “Website” or “Site”) and any services provided by FundThrough Inc., FundThrough US Inc. (“FundThrough”) or its subsidiaries, affiliates, including, but not limited to selling invoices through FundThrough (an “Advance” or more broadly “Service” or “Services”). Any dispute arising from your use of the Website or any Services is governed by these Terms. These Terms shall be deemed to include the terms of FundThrough’s privacy policy as well as any additional terms set out in any other agreements between you and FundThrough.

FundThrough complies with all regulations governing asset secured advances. FundThrough USA Inc is a registered corporation in the State of Texas, USA. By applying for an Advance and agreeing to the relevant agreements, you acknowledge and agreed that the Advance is consummated at our Houston, Texas, USA office.

By agreeing to these Terms, you acknowledge that you have required that this Agreement and all related documents be drawn up in English.

Definitions.
1. “Advance” means the cash amount provided to a User by FundThrough for purchased Invoices that are submitted through the Advance Service.
2. “Advance Agreement” means a contractual agreement between FundThrough and a User approved for the Advance Service by FundThrough, which sets forth the provisions and conditions of FundThrough’s purchase of a User’s Invoices.
3. “Advance Service” means a transaction involving the purchase and sale of Invoices, whereby FundThrough purchases all right, title, and interest to a User’s outstanding Invoices with limited recourse to the User, in exchange for providing the User (i.e. “seller”) with an Advance not to exceed an amount equal to the aggregate dollar amount of the purchased Invoices.
4. “Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and FundThrough including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, FundThrough advertising, and any use of FundThrough software or services. “Dispute” also includes any claims that arose before these Terms and that may arise after termination of these Terms.
5. “FundThrough,” “we”, “us” or “our” means FundThrough Inc., FundThrough US Inc. or any of its affiliates, subordinates, subsidiaries, or an agent acting on its behalf.
6. “Invoice” means the outstanding invoices the User generates as part of its typical business activity.
7. “Master Revolving Credit Agreement” or “Master Purchase and Sale Agreement” means a contractual agreement between FundThrough and a User approved for the Service, which sets forth the provisions and conditions of the facility.
8. “User” means a Business that has created an Account for use of the Service, and has been approved by FundThrough, as well as the individuals authorized to use the Account or Service on the User’s behalf.
Acceptance of Agreement.
1. By visiting this Site, and/or applying to use, or using, the Service, you acknowledge and agree that you have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with FundThrough (but any FundThrough affiliate may enforce these Terms as a third party beneficiary thereof). If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or visit, access or use the Site and/or Service.
2. FundThrough’s Advance Service is a component of FundThrough’s Services and is subject to these Terms. The provisions and conditions of the Advance Service shall be governed by the Master Purchase and Sale Agreement.
3. Consent to Electronic Transactions and Disclosures. Because you are using the Internet on the Site, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us , we also need you to consent to our giving you certain Disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements—arising from or relating to you—regarding any loans you may request or receive, your use as user on our Site, any funding, the servicing of any loan, if funded as a borrower (each, a “Disclosure”), from us.
4. Scope of Electronic Consent. Your consent is applicable to receive Disclosures and transact business electronically. Our agreement to do so applies to any transactions to which such Disclosures relate, whether between you and FundThough. Your consent will remain in effect as long as you are user of the Site and, if you are no longer user of the Site, will continue until such a time as all Disclosures relevant to transactions that occurred while you were user have been made.
5. Consenting to Do Business Electronically. Before you decide to do business electronically with FundThrough you should consider whether you have the required hardware and software capabilities described below.
6. Hardware and Software Requirements. To access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions (such as Internet Explorer 10.0 or above iOS, Firefox, Chrome, or the equivalent software); and hardware capable of running this software.
7. Consent to Telephone Calls. You also expressly consent to receiving servicing, collection and other calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents, and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
8. Additional Mobile Technology Requirements. If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access this through a device that provides these capabilities.
9. Withdrawing Consent. You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. However, once you have withdrawn your consent you will not be able to post any funding requests on our Site. If you have a pending request on our Site, we will terminate it and remove it from our system. If you have already received funding, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified business address provided during registration
10. How to Contact Us regarding Electronic Disclosures. You can contact us via email at [email protected] or by calling 866-766-0460. You may also reach us in writing to us at the following address: FundThrough USA Inc., 3730 Kirby Drive, Suite 1200, Houston, TX 77098
Privacy Policy.
1. FundThrough’s Privacy Policy (available at: https://fundthrough.com/privacy), which is incorporated by reference into these Terms as if it were set forth herein in its entirety, describes the types of personal, business, and anonymous information (collectively “Information”) we collect from you in connection with the Services, and the Advance Service, as well as the manner in which we treat, share, and protect such information. By providing us with, or allowing us to access, Information and/or utilizing a FundThrough Service, you agree to, and are bound by the terms of the Privacy Policy.
Businesses.
1. While any person can access the Site, the Service is only intended for use by businesses, companies, corporations, organizations, partnerships and sole proprietors (each a “Business”). The Service is not intended for use by individuals in their personal capacity. You will not use the Service for personal, household, or family purposes. An individual may only apply to use, and use, the Service on behalf, and with the authorization, of a Business.
2. Canada and US-based Business only. The Service is currently only provided for Businesses in the United States and Canada. If your Business is not located in the United States or Canada then please do not create a Service account. By using the Site or Services, you certify that you are a resident of the United States or Canada.
Account.
1. In order to use the Service, a Business must create an account (“Account”). You may only create an Account if you do so on behalf of a Business. If you create an Account on behalf of a Business then you represent and warrant that you are over the age of 18 years and have full authority to: (i) bind said Business to these Terms (if it has not already done so); and (ii) use the Service on behalf of the Business that you are registering a Service account for. If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the Service on behalf of the Business.
2. If you create an Account for a Business then the Business will become our User. Please be aware that these Terms are a binding legal agreement between the User named in the Account and FundThrough (but any FundThrough affiliate may enforce these Terms as a third party beneficiary thereof).
3. We reserve the right in our sole discretion to refuse to approve the creation of an Account.
4. User must not allow anyone other than its authorized employees or agents acting on its behalf (“Authorized User”) to access and use its Account. User acknowledges and agrees: (i) to provide accurate and complete Account and login information when creating an Account; (ii) to keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) that User remains solely responsible and liable for the activity that occurs in connection with User’s Account, (iv) that if separate login details are provided for different Authorized Users then the login details for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same login details; and (v) to promptly notify FundThrough in writing if User becomes aware of any unauthorized access or use of its Account or the Service. If User wishes to delete its Account User may send an email request to FundThrough at [email protected].
5. You agree not to use a User’s account without its express permission and authorization to do so.
Third Party Software Products
1. Connection and Interaction. The Service may enable User to select and connect or interact with a third party software product, such as an e-invoicing or accounting software product, that User is using (each a “Third Party Software Product”). In order to connect or interact with a specific Third Party Software Product, User will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (each a “Third Party Software Product Account”). User is solely responsible for: (i) registering User’s Third Party Software Product Account; (ii) keeping User’s Third Party Software Product active; (iii) User’s choice to connect, interact with and use User’s Third Party Software Product; and (iv) the payment of any Third Party Software Product fees to the provider of the Third Party Software Product in connection with User’s use of the Third Party Software Product. We are not affiliated with, have no control over, and assume no responsibility for, the policies or practices of any Third Party Software Product or Third Party Software Product provider. User acknowledges and agrees to review and be bound by the terms of use and privacy policy of any Third Party Software Product that User uses and connects with, and User agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from User’s use of, and/or connection to, a Third Party Software Product.
2. Authorization. If User chooses to connect or interact with a Third Party Software Product then User: (i) hereby grants us authorization to access User’s Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and (ii) agrees to cooperate with us and provide any information that we or the Third Party Software Product provider may request in order to enable us to access User’s Third Party Software Product Account. We will only access and use User’s Third Party Software Product in order to: (i) perform Background Checks (please see Section 8 (Background Checks) below, for more information about this); and (ii) provide the Service to User.
3. Data. If User connects or interacts with a Third Party Software Product then we will collect certain data and materials from that Third Party Software Product (“Third Party Software Product Data”). We only collect Third Party Software Product Data that the Third Party Software Product provider enables us to collect by utilizing the Third Party Software Product provider’s “connect” tool. If we collect Third Party Software Product Data then we may use it to: (i) perform Background Checks on User; and (ii) provide the Service to User (collectively, “Data Uses”). User hereby provides its express consent for us to collect and use User’s Third Party Software Product Data for the purpose of performing the Data Uses. Please also see Section 6 (Customer Data), below, which includes additional information about our collection and use of Third Party Software Product Data.
4. User acknowledges that any failure to take any of the steps described in Sections 5.1 (Connection and Interaction), 5.2 (Authorization), and 5.3 (Data) of these Terms, above, may restrict us from enabling a connection or interaction with User’s Third Party Software Product Account and may prevent User from being able to apply for and/or use our Service.
User Data.
1. User may choose to provide, transmit, upload, import or make accessible certain data, including without limitation Third Party Software Product Data, to us (collectively, “Data”) for us to use in connection with the Service. We will use User’s Data to perform Background Checks on the User and to provide our Service to the User (the Data Uses, as defined above). In addition, we may use User’s Data to send messages to recipients of User’s Invoices regarding the Service unless otherwise requested by User or the applicable recipient. User hereby provides its express consent for us to collect and use User’s Data for the foregoing purposes, including for the purpose of performing the Data Uses. User retains ownership of its Data.
2. User represents and warrants that: (i) it owns or has obtained the right to all of the intellectual property rights subsisting in its Data, and has the right to provide FundThrough the license granted herein to such Data; (ii) User’s Data is accurate, current and complete; (iv) User’s Data is not misleading or false; (iv) User’s Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (v) User’s Data does not contain any protected health information. User shall remain solely responsible and liable for its Data, including without limitation for our reliance upon User’s Data in order to perform Background Checks and to provide the Service to User, and User agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the foregoing.
3. User acknowledges that: (i) the Service does not operate as an archive or file storage service and we do not store all of the Data that User may provide, upload, import, or otherwise generate during User’s use of the Service; (ii) User is solely responsible for the backup of its Data; and (iii) User will lose access to any Data that User deletes.
Personal credit and background checks.
1. If User registers an Account with FundThrough, User hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on User and any of its directors and officers to help us determine User’s suitability for a Service or whether FundThrough is willing to approve the purchase of the User’s Invoices through the Advance Service from us (each a “Background Check”). Each Background Check may, without limitation, include a review of the following information, which User hereby expressly authorizes and consents to,: (i) User’s Data; (ii) credit history, including a hard pull of a personal or business credit score; (iii) whether User, or any of its directors and officers, has any criminal records; (iv) information that is publicly available about User and/or any of its directors and officers; (v) information that we obtain from third party service providers, including information derived or prepared by third-party data aggregation and analysis companies; and (vi) whether User, or any of its directors and officers, have ever been declared bankrupt. User agrees to cooperate with FundThrough with respect to Background Checks and shall promptly, upon request, provide (or sign) any information, documentation and/or consent that we may require to perform a Background Check. For the avoidance of doubt, User is responsible to obtain and maintain the consent of its directors and officers for us to perform a Background Check on them (solely for the purposes set forth in these Terms), and will defend, indemnify and hold us harmless from any failure by User to do so. User acknowledges that any failure to provide the foregoing information and said cooperation may preclude User from being: (i) approved to participate in our Service or (ii) able to sell its Invoices to us through our Advance Service.
Fees & Payment.
1. We charge fees for our Services. You will be given an opportunity to review and accept the fees that will be charged in connection with each Advance. We will charge you applicable taxes, if any. All fees and currency amounts are quoted in Canadian Dollars, unless otherwise specified. FundThrough may, in its sole discretion, change our standard fees, rates and other charges. Any such changes will be posted on the Website and such amended fees and charges will apply to any Advance entered into after the date of such change.
Restrictions.
1. There are some limitations on our Services. We reserve the right to accept and approve Users in our sole discretion and may reject any new or existing User at any time.
Acceptable Use.
1. As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Prohibited uses include, but are not limited to, competitive analysis (including providing screen shots, which are copyrighted material owned by FundThrough), and data mining or “scraping” with the use of specialized software, “robots”, “spiders” or otherwise.
2. You agree that you will not use the Site, Services or any of your communication with FundThrough to a) abuse, defame, harass, threaten or violate the legal rights, such as privacy, of others in any way, b) attempt to obtain an Advance on any property that you cannot legally use as collateral for an Advance, was misrepresented to FundThrough, and/or if advanced against would cause FundThrough to violate any laws or regulations, or c) provide inaccurate, false or misleading personal information. FundThrough will cooperate with the legal authorities and internet service providers in providing information about the users who violate this section of these Terms.
3. You agree that you will notify FundThrough immediately about any suspected or known unauthorized use, breach of security, or violation of these Terms on or relating to the Site or Services.
Disclosure.
1. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Services, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of FundThrough, its users or the public.
Warranty Disclaimers.
1. YOU AGREE THAT USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. FUNDTHROUGH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FUNDTHROUGH MAKES NO WARRANTY THAT THE SERVICES AVAILABLE THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERUPTED, TIMELY, OR ERROR FREE, NOR DOES FUNDTHROUGH MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM FUNDTHROUGH’S AGENTS OR REPRESENTATIVES OR THROUGH THE SERVICES PROVIDED BY FUNDTHROUGH SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation of Liability.
1. IN NO EVENT SHALL FUNDTHROUGH, ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE). FUNDTHROUGH’S LIABILITY, AND THE LIABILITY OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN CONNECTION A) WITH THE PERFORMANCE OF SERVICES TO YOU IS LIMITED TO THE GREATER OF THE AMOUNT OF FEES YOU HAVE PAID TO US OVER THE COURSE OF THE ADVANCE THAT IS THE SOURCE OF THE CLAIM AND $100.
Indemnity.
1. You agree to defend, indemnify and hold harmless FundThrough and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; and (iii) your transmission of Data to FundThrough.
Term and Termination.
1. Unless and until terminated by you or FundThrough, your status as an eligible user of the Website or Services will continue indefinitely. FundThrough reserves the right to restrict or deny your access to the Website or Services at any time, with or without cause, and with or without notice. Upon termination of your right to use the Website you will no longer be able to access any data or information you had previously created, managed, maintained or stored with FundThrough. Your obligations pursuant to Sections 12-14, and 17-22, and the survival provision of this Section 15, shall survive the termination of your access or any other agreement between you and FundThrough.
Assignment.
1. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by FundThrough without restriction or notification to you.
Communications.
1. Much of the communication between you and FundThrough are through electronic means, whether you visit the Website, send us emails, click on a weblink to access the Advance agreement, or whether FundThrough posts notices on the Services or communicates with you via email. For contractual purposes, you a) consent to receive communication from FundThrough in electronic form, and b) agree that all agreements, notices, disclosures, and other communications that FundThrough provides to you electronically satisfy any legal requirement that such communication be in writing. You may also receive a copy of these Terms, or any of the documents relating to your use of Services or the Website by emailing us at [email protected].
General.
1. These Terms, along with FundThrough’s Privacy Policy and any other Advance agreement completed and signed by you constitute the entire agreement between you and FundThrough regarding the use of the Website and Services. If any provision of these Terms, or of any agreement between you and FundThrough, is found to be invalid or unenforceable, the remainder of these Terms or the applicable agreement shall continue in full force and effect. Notwithstanding any other provisions herein, the parties agree that no person or entity shall be deemed a third-party beneficiary of these Terms or any other agreement. Furthermore should any provisions be found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under any applicable law. The failure of FundThrough to exercise or enforce any of its rights under these Terms or under an agreement between you and FundThrough shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Please contact us with any questions or comments about these Terms. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party.
Disclosures.
1. FundThrough is located at 3730 Kirby Drive, Suite 1200, Houston, TX 77098. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at: http://en.wikipedia.org/wiki/List_of_Content_Control_Software.
Governing Law and Dispute Resolution.
1. Your use of the Website or Services, and any agreement entered into between you and FundThrough is governed by the laws of the State of Texas and the laws of the United States, without regard to any conflict of law provisions that would require the application of the laws of any other jurisdiction. You hereby consent to the exclusive jurisdiction of, and venue in, courts located in the State of Texas, in all disputes arising out of or relating to the use of the Website and Services. Notwithstanding the foregoing, you agree that FundThrough shall be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.
Improperly Filed Claims.
1. All claims between you and FundThrough must be resolved in accordance with these Terms. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, FundThrough may recover its legal costs from you in responding to such claim.
Limitation on Actions.
1. You agree that, regardless of any law or statute to the contrary, except where prohibited by law, any claim or cause of action arising out of or related to the use of the Website or Services must be commenced within one (1) year after the cause of action arose, otherwise such cause of action is permanently barred.
Right to Amend.
1. FundThrough has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at fundthrough.com or any other website maintained or owned by us for the purposes of providing the Service. Such change will be effective ten (10) days following posting of the revised Terms on the Site. If you do not agree to any amendment to the Agreement, you must stop using the Site and Services. Any use of the Service after our publication of any such changes shall constitute your acceptance of these Terms as modified. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the Dispute arose.
Electronic Signature.
1. With respect to these Terms, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
General.
1. All references in this Section 26 to the “Terms” include the Terms of Use and our Privacy Policy. These Terms, along with any applicable Advance Agreement or Master Revolving Credit Agreement, shall constitute the entire agreement between you and FundThrough concerning the Site and Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Disclosure: Loans made or arranged pursuant to a California Finance Lenders Law license.

FundThrough complies with all regulations governing asset secured advances. FundThrough is a registered corporation in the province of Ontario, Canada. By applying for an Advance and agreeing to the relevant agreements, you acknowledge and agreed that the Advance is consummated at our Toronto, Ontario, Canada office.

By agreeing to these Terms, you acknowledge that you have required that this Agreement and all related documents be drawn up in English./Les parties soussignées reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

Definitions.
1. “Advance” means the cash amount provided to a User by FundThrough for purchased Invoices that are submitted through the Advance Service.
2. “Advance Agreement” means a contractual agreement between FundThrough and a User approved for the Advance Service by FundThrough, which sets forth the provisions and conditions of FundThrough’s purchase of a User’s Invoices.
3. “Advance Service” means a transaction involving the purchase and sale of Invoices, whereby FundThrough purchases all right, title, and interest to a User’s outstanding Invoices with limited recourse to the User, in exchange for providing the User (i.e. “seller”) with an Advance not to exceed an amount equal to the aggregate dollar amount of the purchased Invoices.
4. “Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and FundThrough including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, FundThrough advertising, and any use of FundThrough software or services. “Dispute” also includes any claims that arose before these Terms and that may arise after termination of these Terms.
5. “FundThrough,” “we”, “us” or “our” means FundThrough Inc., FundThrough US Inc. or any of its affiliates, subordinates, subsidiaries, or an agent acting on its behalf.
6. “Invoice” means the outstanding invoices the User generates as part of its typical business activity.
7. “Master Revolving Credit Agreement” or “Master Purchase and Sale Agreement” means a contractual agreement between FundThrough and a User approved for the Service, which sets forth the provisions and conditions of the facility.
8. “User” means a Business that has created an Account for use of the Service, and has been approved by FundThrough, as well as the individuals authorized to use the Account or Service on the User’s behalf.
Acceptance of Agreement.
1. By visiting this Site, and/or applying to use, or using, the Service, you acknowledge and agree that you have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with FundThrough (but any FundThrough affiliate may enforce these Terms as a third party beneficiary thereof). If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or visit, access or use the Site and/or Service.
2. FundThrough’s Advance Service is a component of FundThrough’s Services and is subject to these Terms. The provisions and conditions of the Advance Service shall be governed by the Master Purchase and Sale Agreement.
3. Consent to Electronic Transactions and Disclosures. Because you are using the Internet on the Site, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us , we also need you to consent to our giving you certain Disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements—arising from or relating to you—regarding any loans you may request or receive, your use as user on our Site, any funding, the servicing of any loan, if funded as a borrower (each, a “Disclosure”), from us.
4. Scope of Electronic Consent. Your consent is applicable to receive Disclosures and transact business electronically. Our agreement to do so applies to any transactions to which such Disclosures relate, whether between you and FundThough. Your consent will remain in effect as long as you are user of the Site and, if you are no longer user of the Site, will continue until such a time as all Disclosures relevant to transactions that occurred while you were user have been made.
5. Consenting to Do Business Electronically. Before you decide to do business electronically with FundThrough you should consider whether you have the required hardware and software capabilities described below.
6. Hardware and Software Requirements. To access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions (such as Internet Explorer 10.0 or above iOS, Firefox, Chrome, or the equivalent software); and hardware capable of running this software.
7. Consent to Telephone Calls. You also expressly consent to receiving servicing, collection and other calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents, and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
8. Additional Mobile Technology Requirements. If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access this through a device that provides these capabilities.
9. Withdrawing Consent. You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. However, once you have withdrawn your consent you will not be able to post any funding requests on our Site. If you have a pending request on our Site, we will terminate it and remove it from our system. If you have already received funding, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified business address provided during registration
10. How to Contact Us regarding Electronic Disclosures. You can contact us via email at [email protected] or by calling 866-766-0460. You may also reach us in writing to us at the following address: FundThrough, Inc., 260 Spadina Ave
Privacy Policy.
1. FundThrough’s Privacy Policy (available at: https://www.fundthrough.com/privacy), which is incorporated by reference into these Terms as if it were set forth herein in its entirety, describes the types of personal, business, and anonymous information (collectively “Information”) we collect from you in connection with the Services, and the Advance Service, as well as the manner in which we treat, share, and protect such information. By providing us with, or allowing us to access, Information and/or utilizing a FundThrough Service, you agree to, and are bound by the terms of the Privacy Policy.
Businesses.
1. While any person can access the Site, the Service is only intended for use by businesses, companies, corporations, organizations, partnerships and sole proprietors (each a “Business”). The Service is not intended for use by individuals in their personal capacity. You will not use the Service for personal, household, or family purposes. An individual may only apply to use, and use, the Service on behalf, and with the authorization, of a Business.
2. Canada and US-based Business only. The Service is currently only provided for Businesses in the United States and Canada. If your Business is not located in the United States or Canada then please do not create a Service account. By using the Site or Services, you certify that you are a resident of the United States or Canada.
Account.
1. In order to use the Service, a Business must create an account (“Account”). You may only create an Account if you do so on behalf of a Business. If you create an Account on behalf of a Business then you represent and warrant that you are over the age of 18 years and have full authority to: (i) bind said Business to these Terms (if it has not already done so); and (ii) use the Service on behalf of the Business that you are registering a Service account for. If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the Service on behalf of the Business.
2. If you create an Account for a Business then the Business will become our User. Please be aware that these Terms are a binding legal agreement between the User named in the Account and FundThrough (but any FundThrough affiliate may enforce these Terms as a third party beneficiary thereof).
3. We reserve the right in our sole discretion to refuse to approve the creation of an Account.
4. User must not allow anyone other than its authorized employees or agents acting on its behalf (“Authorized User”) to access and use its Account. User acknowledges and agrees: (i) to provide accurate and complete Account and login information when creating an Account; (ii) to keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) that User remains solely responsible and liable for the activity that occurs in connection with User’s Account, (iv) that if separate login details are provided for different Authorized Users then the login details for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same login details; and (v) to promptly notify FundThrough in writing if User becomes aware of any unauthorized access or use of its Account or the Service. If User wishes to delete its Account User may send an email request to FundThrough at [email protected].
5. You agree not to use a User’s account without its express permission and authorization to do so.
Third Party Software Products.
1. Connection and Interaction. The Service may enable User to select and connect or interact with a third party software product, such as an e-invoicing or accounting software product, that User is using (each a “Third Party Software Product”). In order to connect or interact with a specific Third Party Software Product, User will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (each a “Third Party Software Product Account”). User is solely responsible for: (i) registering User’s Third Party Software Product Account; (ii) keeping User’s Third Party Software Product active; (iii) User’s choice to connect, interact with and use User’s Third Party Software Product; and (iv) the payment of any Third Party Software Product fees to the provider of the Third Party Software Product in connection with User’s use of the Third Party Software Product. We are not affiliated with, have no control over, and assume no responsibility for, the policies or practices of any Third Party Software Product or Third Party Software Product provider. User acknowledges and agrees to review and be bound by the terms of use and privacy policy of any Third Party Software Product that User uses and connects with, and User agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from User’s use of, and/or connection to, a Third Party Software Product.
2. Authorization. If User chooses to connect or interact with a Third Party Software Product then User: (i) hereby grants us authorization to access User’s Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and (ii) agrees to cooperate with us and provide any information that we or the Third Party Software Product provider may request in order to enable us to access User’s Third Party Software Product Account. We will only access and use User’s Third Party Software Product in order to: (i) perform Background Checks (please see Section 8 (Background Checks) below, for more information about this); and (ii) provide the Service to User.
3. Data. If User connects or interacts with a Third Party Software Product then we will collect certain data and materials from that Third Party Software Product (“Third Party Software Product Data”). We only collect Third Party Software Product Data that the Third Party Software Product provider enables us to collect by utilizing the Third Party Software Product provider’s “connect” tool. If we collect Third Party Software Product Data then we may use it to: (i) perform Background Checks on User; and (ii) provide the Service to User (collectively, “Data Uses”). User hereby provides its express consent for us to collect and use User’s Third Party Software Product Data for the purpose of performing the Data Uses. Please also see Section 6 (Customer Data), below, which includes additional information about our collection and use of Third Party Software Product Data.
4. User acknowledges that any failure to take any of the steps described in Sections 5.1 (Connection and Interaction), 5.2 (Authorization), and 5.3 (Data) of these Terms, above, may restrict us from enabling a connection or interaction with User’s Third Party Software Product Account and may prevent User from being able to apply for and/or use our Service.
User Data.
1. User may choose to provide, transmit, upload, import or make accessible certain data, including without limitation Third Party Software Product Data, to us (collectively, “Data”) for us to use in connection with the Service. We will use User’s Data to perform Background Checks on the User and to provide our Service to the User (the Data Uses, as defined above). In addition, we may use User’s Data to send messages to recipients of User’s Invoices regarding the Service unless otherwise requested by User or the applicable recipient. User hereby provides its express consent for us to collect and use User’s Data for the foregoing purposes, including for the purpose of performing the Data Uses. User retains ownership of its Data.
2. User represents and warrants that: (i) it owns or has obtained the right to all of the intellectual property rights subsisting in its Data, and has the right to provide FundThrough the license granted herein to such Data; (ii) User’s Data is accurate, current and complete; (iv) User’s Data is not misleading or false; (iv) User’s Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (v) User’s Data does not contain any protected health information. User shall remain solely responsible and liable for its Data, including without limitation for our reliance upon User’s Data in order to perform Background Checks and to provide the Service to User, and User agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the foregoing.
3. User acknowledges that: (i) the Service does not operate as an archive or file storage service and we do not store all of the Data that User may provide, upload, import, or otherwise generate during User’s use of the Service; (ii) User is solely responsible for the backup of its Data; and (iii) User will lose access to any Data that User deletes.
Personal credit and background checks.
1. If User registers an Account with FundThrough, User hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on User and any of its directors and officers to help us determine User’s suitability for a Service or whether FundThrough is willing to approve the purchase of the User’s Invoices through the Advance Service from us (each a “Background Check”). Each Background Check may, without limitation, include a review of the following information, which User hereby expressly authorizes and consents to,: (i) User’s Data; (ii) credit history, including a hard pull of a personal or business credit score; (iii) whether User, or any of its directors and officers, has any criminal records; (iv) information that is publicly available about User and/or any of its directors and officers; (v) information that we obtain from third party service providers, including information derived or prepared by third-party data aggregation and analysis companies; and (vi) whether User, or any of its directors and officers, have ever been declared bankrupt. User agrees to cooperate with FundThrough with respect to Background Checks and shall promptly, upon request, provide (or sign) any information, documentation and/or consent that we may require to perform a Background Check. For the avoidance of doubt, User is responsible to obtain and maintain the consent of its directors and officers for us to perform a Background Check on them (solely for the purposes set forth in these Terms), and will defend, indemnify and hold us harmless from any failure by User to do so. User acknowledges that any failure to provide the foregoing information and said cooperation may preclude User from being: (i) approved to participate in our Service or (ii) able to sell its Invoices to us through our Advance Service.
Fees & Payment.
1. We charge fees for our Services. You will be given an opportunity to review and accept the fees that will be charged in connection with each Advance. We will charge you applicable taxes, if any. All fees and currency amounts are quoted in Canadian Dollars, unless otherwise specified. FundThrough may, in its sole discretion, change our standard fees, rates and other charges. Any such changes will be posted on the Website and such amended fees and charges will apply to any Advance entered into after the date of such change.
Restrictions.
1. There are some limitations on our Services. We reserve the right to accept and approve Users in our sole discretion and may reject any new or existing User at any time.
Acceptable Use.
1. As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Prohibited uses include, but are not limited to, competitive analysis (including providing screen shots, which are copyrighted material owned by FundThrough), and data mining or “scraping” with the use of specialized software, “robots”, “spiders” or otherwise.
2. You agree that you will not use the Site, Services or any of your communication with FundThrough to a) abuse, defame, harass, threaten or violate the legal rights, such as privacy, of others in any way, b) attempt to obtain an Advance on any property that you cannot legally use as collateral for an Advance, was misrepresented to FundThrough, and/or if advanced against would cause FundThrough to violate any laws or regulations, or c) provide inaccurate, false or misleading personal information. FundThrough will cooperate with the legal authorities and internet service providers in providing information about the users who violate this section of these Terms.
3. You agree that you will notify FundThrough immediately about any suspected or known unauthorized use, breach of security, or violation of these Terms on or relating to the Site or Services.
Disclosure.
1. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Services, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of FundThrough, its users or the public.
Warranty Disclaimers.
1. YOU AGREE THAT USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. FUNDTHROUGH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FUNDTHROUGH MAKES NO WARRANTY THAT THE SERVICES AVAILABLE THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERUPTED, TIMELY, OR ERROR FREE, NOR DOES FUNDTHROUGH MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM FUNDTHROUGH’S AGENTS OR REPRESENTATIVES OR THROUGH THE SERVICES PROVIDED BY FUNDTHROUGH SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation of Liability.
1. IN NO EVENT SHALL FUNDTHROUGH, ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE). FUNDTHROUGH’S LIABILITY, AND THE LIABILITY OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN CONNECTION A) WITH THE PERFORMANCE OF SERVICES TO YOU IS LIMITED TO THE GREATER OF THE AMOUNT OF FEES YOU HAVE PAID TO US OVER THE COURSE OF THE ADVANCE THAT IS THE SOURCE OF THE CLAIM AND $100.
Indemnity.
1. You agree to defend, indemnify and hold harmless FundThrough and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; and (iii) your transmission of Data to FundThrough.
Term and Termination.
1. Unless and until terminated by you or FundThrough, your status as an eligible user of the Website or Services will continue indefinitely. FundThrough reserves the right to restrict or deny your access to the Website or Services at any time, with or without cause, and with or without notice. Upon termination of your right to use the Website you will no longer be able to access any data or information you had previously created, managed, maintained or stored with FundThrough. Your obligations pursuant to Sections 12-14, and 17-22, and the survival provision of this Section 15, shall survive the termination of your access or any other agreement between you and FundThrough.
Assignment.
1. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by FundThrough without restriction or notification to you.
Communications.
1. Much of the communication between you and FundThrough are through electronic means, whether you visit the Website, send us emails, click on a weblink to access the Advance agreement, or whether FundThrough posts notices on the Services or communicates with you via email. For contractual purposes, you a) consent to receive communication from FundThrough in electronic form, and b) agree that all agreements, notices, disclosures, and other communications that FundThrough provides to you electronically satisfy any legal requirement that such communication be in writing. You may also receive a copy of these Terms, or any of the documents relating to your use of Services or the Website by emailing us at [email protected].
General.
1. These Terms, along with FundThrough’s Privacy Policy and any other Advance agreement completed and signed by you constitute the entire agreement between you and FundThrough regarding the use of the Website and Services. If any provision of these Terms, or of any agreement between you and FundThrough, is found to be invalid or unenforceable, the remainder of these Terms or the applicable agreement shall continue in full force and effect. Notwithstanding any other provisions herein, the parties agree that no person or entity shall be deemed a third-party beneficiary of these Terms or any other agreement. Furthermore should any provisions be found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under any applicable law. The failure of FundThrough to exercise or enforce any of its rights under these Terms or under an agreement between you and FundThrough shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Please contact us with any questions or comments about these Terms. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party.
Disclosures.
1. FundThrough is located at 260 Spadina Avenue, Toronto, Ontario, Canada, M5T 2E4. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at: http://en.wikipedia.org/wiki/List_of_Content_Control_Software.
Governing Law and Dispute Resolution.
1. Your use of the Website or Services, and any agreement entered into between you and FundThrough is governed by the laws of the Province of Ontario, without regard to any conflict of law provisions that would require the application of the laws of any other jurisdiction. You hereby consent to the exclusive jurisdiction of, and venue in, courts located in the Province of Ontario, in all disputes arising out of or relating to the use of the Website and Services. Notwithstanding the foregoing, you agree that FundThrough shall be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.
Improperly Filed Claims.
1. All claims between you and FundThrough must be resolved in accordance with these Terms. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, FundThrough may recover its legal costs from you in responding to such claim.
Limitation on Actions.
1. You agree that, regardless of any law or statute to the contrary, except where prohibited by law, any claim or cause of action arising out of or related to the use of the Website or Services must be commenced within one (1) year after the cause of action arose, otherwise such cause of action is permanently barred.
Right to Amend.
1. FundThrough has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at fundthrough.com or any other website maintained or owned by us for the purposes of providing the Service. Such change will be effective ten (10) days following posting of the revised Terms on the Site. If you do not agree to any amendment to the Agreement, you must stop using the Site and Services. Any use of the Service after our publication of any such changes shall constitute your acceptance of these Terms as modified. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the Dispute arose.
Electronic Signature.
1. With respect to these Terms, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
General.
1. All references in this Section 26 to the “Terms” include the Terms of Use and our Privacy Policy. These Terms, along with any applicable Advance Agreement or Master Revolving Credit Agreement, shall constitute the entire agreement between you and FundThrough concerning the Site and Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

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