LENDERSAPI.COM TERMS OF USE

Effective as of June 1, 2020

THESE TERMS OF USE (THE “TERMS OF USE”) FOR THE LENDERSAPI DATABASE (“LENDERSAPI”) APPLY TO ALL USERS OF LENDERSAPI. BY INTEGRATING WITH, ACCESSING AND USING LENDERSAPI, YOU ("YOU" OR "YOUR") AGREE THAT YOU HAVE READ AND AGREE TO THESE TERMS, AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME. THE THINKWIRE INC. PRIVACY POLICY (THE “PRIVACY POLICY”) IS INCORPORATED HEREIN BY REFERENCE AND FORMS AN INTEGRAL PART OF THESE TERMS.

LENDERSAPI IS PROVIDED BY THE THINKWIRE INC. AND/OR ITS AFFILIATES AND/OR OUR OR THEIR RESPECTIVE SUPPLIERS AND LICENSORS (INDIVIDUALLY AND COLLECTIVELY REFERRED TO AS "WE", "US" OR "OUR").

Eligibility to Use LendersAPI

Your use of LendersAPI means that you agree that these Terms of Use, including without limitation the provisions of the Privacy Policy, legally bind you in the same manner that a signed, written, nonelectronic contract does. You may not use LendersAPI in any manner or attempt to access LendersAPI if you are not willing to be bound and abide by these Terms of Use. Your use of certain content and features offered through LendersAPI may be subject to additional Terms of Use. By using such content and features, you also agree to be bound by such additional Terms of Use.

We reserve the right to modify or temporarily discontinue your access to LendersAPI or parts thereof in our sole discretion, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification of LendersAPI, these Terms of Use, or your access to LendersAPI.

We reserve the right to change or modify these Terms of Use, or modify or discontinue any portion of the features and functionality provided through the Website, from time to time without notice to you. If we decide to change these Terms of Use, we will post such changes on the Website and such changes will be effective at such time. Each time you access the Website you are agreeing to the current version of the Terms of Use. We reserve the right to modify or temporarily discontinue your access to the Website or parts thereof, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification of the Website, these Terms of Use, or your access to the Website.

For purposes of these Terms of Use, the term "LendersAPI" includes without limitation the LendersAPI database and any available content, materials and information thereon. The term “Services” includes without limitation the data collection and analysis function, the search function and the provision of data through LendersAPI. The “Information” is any information or other material transmitted by a user to LendersAPI and made available on or through LendersAPI.

Use of LendersAPI

In order to access LendersAPI, the Information and/or Services, you must create an account and integrate with LendersAPI in accordance with our specifications as set out in the API documentation and other information or instructions that we provide to you (the “API Documentation”). You must designate at least one account administrator (“Administrator”) who will create account credentials and will have access to the LendersAPI Dashboard on your behalf. Upon testing and completion of integration, you will be permitted to create API access keys from the LendersAPI Dashboard in order to query the LendersAPI database.

Should you choose to integrate with LendersAPI, you agree to set up a payment method through the LendersAPI Dashboard and to provide accurate, complete and current information about the Administrator(s) and your organization as required by the integration process. The Administrator is responsible for promptly updating account information, including regarding your payment method, as necessary to ensure that it is kept accurate and complete. You may not use pseudonyms or impersonate any other person. You may not use credentials that we deem offensive or otherwise inappropriate, in our sole discretion. You may not share your LendersAPI account information with or give your account login credentials to anyone else. Your account may be suspended or terminated without notice if there is any suspicion that you or anyone in your organization or household has misused your account, registered for multiple or fraudulent accounts, shared login credentials or breached any other portion of these Terms of Use.

LendersAPI, the Information and the Services are available exclusively to members of the Canadian Lenders Association (“CLA”) for the sole purposes of reporting or accessing information relating to fraudulent or other suspicious activity in the Canadian lending market. You will disclose the sharing of information with Thinkwire Inc. in your own privacy policy and agreements accordingly, in compliance with applicable law including privacy laws.

Any other use of LendersAPI or Information is expressly prohibited. We reserve all rights in LendersAPI and you agree that these Terms of Use do not grant you any rights in or licenses to LendersAPI, except for this express, limited use. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Information or any other part of LendersAPI or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display LendersAPI (or any part of LendersAPI) as part of your or any other website or any other work of authorship. If you violate any of these Terms of Use, your permission to access and use LendersAPI may be immediately terminated in our sole discretion. In addition, we reserve the right to all remedies available at law and in equity for any such violation.

Fees

There will be fees charged for the Services as set out on the LendersAPI Dashboard. You agree to pay the fees and other amounts that are owing to us for Services provided to you in respect of your use of LendersAPI, and you authorize us to charge your payment method on file for any such fees that you incur. You must have a valid payment method on file at all times while you hold an API key and you must pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect amounts owed by any other method available to us.

Restrictions on Use

You are wholly responsible for any Information you transmit to LendersAPI. By uploading Information to LendersAPI you represent and warrant to us that the Information does not violate or infringe upon the intellectual property and proprietary rights (including privacy, moral or publicity rights) of others.

Without limiting the generality of the foregoing, to the extent that you submit any personally identifiable information (“PII”) to LendersAPI, you represent and warrant that sharing such PII does not contravene any applicable privacy, credit or consumer reporting legislation and that you have obtained any necessary consent from the individual whose PII is being shared. You agree that by uploading any PII to LendersAPI, your name and contact information may be provided to individuals to whom such PII relates to in accordance with the Privacy Policy.

As a condition of your use of LendersAPI, you represent and warrant that you will not use LendersAPI for any purpose that is unlawful or otherwise prohibited by these Terms of Use. You will not submit any false, misleading or inaccurate Information to LendersAPI. You will abide by all applicable local, provincial, federal and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use LendersAPI. Without limiting the foregoing, you will not use LendersAPI to:

  • defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
  • upload, publish, post, distribute, email, transmit, disseminate or otherwise make available any Information that:
    • is harmful, inappropriate, profane, vulgar, infringing, obscene, tortuous, unlawful, indecent, immoral or otherwise objectionable;
    • is libelous, invasive of another’s privacy, encourages criminal behavior, violates any law or gives rise to civil liability;
    • is not based on reliable evidence, is not corroborated by evidence, or contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive; or
    • contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
  • interfere with or disrupt the LendersAPI networks or servers;
  • harvest or otherwise collect Information from LendersAPI about others, including without limitation email addresses or personally identifying information, without proper consent and in compliance with applicable law;
  • otherwise attempt to gain unauthorized access to or use of LendersAPI, other accounts, computer systems or networks connected to LendersAPI, through password mining or any other means; or
  • interfere with another individual's or entity's access to or use of LendersAPI.

We have no obligation to monitor your use of LendersAPI, review or vet any Information, or retain the content of any of your sessions on LendersAPI. However, we reserve the right at all times to monitor, review, retain and/or disclose any Information submitted by you or anyone else, to disclose such Information as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit such Information, to remove such Information, and to refuse to perform any actions involving such Information that are, in our sole judgment and discretion (or in the sole judgment and discretion of any of the entities described above), objectionable or in violation of these Terms of Use. We also reserve the right to take any action against you in our sole discretion, including suspending your rights to use LendersAPI, terminating your account, reporting you to law enforcement, reporting you to law enforcement, regulatory authorities or administrative bodies, and taking legal action against you.

Services Disclaimer

By using LendersAPI or any Information, you understand and acknowledge that LendersAPI provides a platform for you to submit and access information about applicants and customers of loans and other related credit products (“Credit Products”), and that we are not providers, vendors or brokers of Credit Products. LendersAPI and Information is provided for informational purposes and only as a convenience to CLA members. LendersAPI and Information is not and should not be used or construed as a substitute for financial or any other kind of professional advice.

You acknowledge that the use of LendersAPI and any Information is at your sole risk and that we do not provide you with or endorse any advice or advocate any particular action or inaction based on the Information. You further acknowledge that you are solely responsible for your own research and decisions, including any financial decisions. You agree that we shall not be responsible or liable in any way for any loss or damage of any kind directly or indirectly incurred arising out of, relating to, or in connection with the use of, or reliance on, LendersAPI or Information. You understand and agree that we make no representations or warranties about the accuracy, currency, suitability, reliability or quality of LendersAPI or Information, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Information.

Disclaimer of Warranties.

LENDERSAPI IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED, STATUTORY OR LEGAL WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE; THAT ACCESS TO LENDERSAPI WILL BE UNINTERRUPTED OR ERROR-FREE; THAT LENDERSAPI WILL BE SECURE; THAT LENDERSAPI OR THE SERVER THAT MAKES LENDERSAPI AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON LENDERSAPI WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU INTEGRATE WITH LENDERSAPI OR DOWNLOAD OR USE ANY MATERIALS FROM LENDERSAPI, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM LENDERSAPI SHALL CREATE ANY WARRANTY OF ANY KIND. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF ANY INFORMATION ON LENDERSAPI IN TERMS OF ITS COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, AVAILABILITY, TIMELINESS, RELIABILITY OR OTHERWISE. IN CERTAIN JURISDICTIONS, APPLICABLE LAW MAY NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATES OR SUBSIDIARIES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM YOUR USE OR INABILITY TO USE LENDERSAPI OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE. THESE INCLUDE WITHOUT LIMITATION DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE, EXTRA-CONTRACTUAL LIABILITY OR OTHERWISE ARISE OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, USES, PRODUCTS OR CONTENT AVAILABLE FROM LENDERSAPI, AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights and Confidential Information.

All Information and any other content located on LendersAPI that is only accessible with your account information is considered our confidential and proprietary information. Intellectual property rights in and to LendersAPI are owned by us and/or our affiliates, associates, licensors or suppliers (“Thinkwire Proprietary Information”). We and our affiliates, associates, licensors and suppliers reserve all rights in and to LendersAPI that are not expressly granted to you herein. You agree to keep Thinkwire Proprietary Information confidential by exercising the necessary care required to prevent its disclosure, but in no event less than reasonable care. You will not copy, print, disclose, divulge, distribute, publish, translate, communicate to the public, transmit or transfer Thinkwire Proprietary Information to any third party or use Thinkwire Proprietary Information for any purpose whatsoever without our prior written permission. Your obligations with respect to Thinkwire Proprietary Information deemed a “trade secret” under applicable law shall remain in effect for as long as Thinkwire Proprietary Information remains a trade secret. Your obligations with respect to Thinkwire Proprietary Information that is not deemed to be a trade secret shall remain in effect for a period of three (3) years following your receipt of Thinkwire Proprietary Information. Your obligations set forth under this Section shall survive termination of these Terms of Use.

Termination.

Should you object to any terms or conditions of these Terms of Use or any subsequent modifications to these Terms of Use or become dissatisfied with any part of LendersAPI in any way, your sole and exclusive remedy is to immediately: (1) terminate use of LendersAPI; and (2) notify us in writing of your termination of your agreement to these Terms of Use. Acceptance of the Terms of Use shall mean agreement and acceptance to the condition that all provisions relating to indemnification, confidentiality, warranty disclaimers, limits of liability, choice of law, non-disclosure, equitable relief, and assignment shall survive the termination of these Terms of Use.

Indemnification.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless us and our affiliates and subsidiaries, and their respective officers, directors, employees, contractors, agents, licensors and suppliers, from and against all losses, liabilities, expenses, damages and costs, including without limitation reasonable attorneys' fees and court costs, arising or resulting from your violation of these Terms of Use, any applicable laws, or your violation of any rights of a third party. If you cause a technical disruption of LendersAPI or the systems transmitting LendersAPI to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including without limitation reasonable attorneys' fees and court costs, arising or resulting from that disruption.

Governing Law.

These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms of Use, LendersAPI or any Information shall be filed, and that venue properly lies, only in courts located in Toronto, Ontario, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

We make no representation that LendersAPI, or any Information used in connection therewith, is appropriate or available for use in any particular location. Those who choose to access LendersAPI do so on their own initiative and are responsible for compliance with all applicable laws.

If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision

Equitable Relief.

You acknowledge that any use or threatened use of LendersAPI or the Information in a manner inconsistent with the Terms of Use included in these Terms of Use shall cause immediate irreparable harm to us for which there is no adequate remedy at law. Accordingly, to the fullest extent permitted by applicable law, you acknowledge and agree that we shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you.

Nothing contained herein shall limit our right to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms of Use, as applicable.

Amendments.

We may amend these Terms of Use at any time by posting the amended terms on the LendersAPI Dashboard. If we make any such amendments, you will be notified through the LendersAPI Dashboard and/or by email and, we will also provide you 30 days' notice in advance of these changes taking effect, if required by law. Amendments take effect on the date specified in the amended terms. Your continued access to or use of LendersAPI or the Services constitutes your acceptance of the amended terms.

Assignment.

You will not assign (including without limitation by operation of law, change of control or otherwise) your rights or licenses to LendersAPI provided under these Terms of Use, either in whole or in part, without our prior written consent, and any attempted assignment contrary to the foregoing will be void and have no effect. We may assign all or a portion of our rights under these Terms of Use without notice to or consent from you.

Force Majeure.

We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including without limitation any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.

Language.

The parties hereby confirm that they have requested that these Terms of Use and all related documents be drafted in English. Les parties ont exigé que la présente convention et tous les documents y afférent soient rédigés en langue anglaise.

Section Titles.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

Contact Us.

If you have any questions or concerns regarding LendersAPI, or these Terms of Use, please contact us by writing at terms@lendersapi.com.