TERMS & CONDITIONS

Effective Date: February 1, 2020

Welcome to a Marble Financial Inc. website.  These terms of use govern your use of Marble Financial Inc. and its subsidiaries’ websites, services and applications, including applications for products offered on the personal finance portal and the lending platform, the personal finance tools, and consumer credit analysis tools made available and accessed through these web site, (collectively, the “Services”).

Marble and its affiliates operate various websites (including but not limited to www.mymarble.ca and www.portal.mymarble.ca, www.mymarble.ca, www.score-up.ca, www.creditmeds.ca (each a “Site”).

MARBLE and it’s subsidiaries, TPFM Phoenix Fund Management Ltd. and SCORE-UP Inc., and its affiliates (“Marble”, “we“, or “us”) have all rights to operate this Site, provide its customers (“you”) with information about MARBLE, and provide access to MARBLE Services.

Marble’s customers include individual users that have enrolled on the personal finance portal and customers include individual subscribers and reseller organizations that have executed and submitted a SCORE-UP Reseller Application and Agreement (in each case, a “Reseller”).

When you access and/or register for an account on the Site, you agree to be bound by the terms of use set out below (the “Terms of Use”). We reserve the right, in our sole discretion, to modify or update the Terms of Use from time to time, and we will notify you of any changes to these Terms of Use by posting a notice on the Site home page and sending you a notice by email when we do so. Changes are effective immediately upon posting, and we recommend that you check regularly for changes. Your continued use of the Site and Services following the posting of any changes to these Terms of Use will mean you accept these changes.

These Terms of Use include an agreement to resolve any disputes through binding arbitration that includes a class action waiver, as well as important disclaimers, warranties and limitations on liability. Please read these Terms of Use carefully before using the Site or Services. If you do not agree to these Terms of Use, please do not access the Site or use the Services.

PRIVACY

Please review our Privacy Policy https://mymarble.wpengine.com/privacy-policy/ which explains how we may collect, use, or share personal information in connection with your use of the Site and Services. The Privacy Policy is incorporated into and forms part of these Terms of Use.

USE OF THE SITE

You must register for a MARBLE account to use certain portions of the Site and access the certain Services. By registering for a MARBLE account, you certify that (i) you have reached the age of majority in your province or territory of residence; (ii) any information you provide to us, both when you register and in the future, is and will be true, accurate, current and complete; and (iii) you will keep all information up to date. If you are Reseller, you also certify that you have obtained all necessary consents from your customers to use MARBLE and to permit MARBLE to collect, use, disclose, and retain customer information for the purposes of providing and developing the Services, in accordance with these terms and applicable law, and that you have in place a valid agreement with your customers that contains provisions substantially similar to those set out in these Terms of Use. Once you have registered for a MARBLE account, you will receive an email to activate your account.

You are responsible for maintaining the confidentiality of your login credentials and for all access to and uses of the Services through such login credentials (whether or not authorized by you). You agree to immediately notify us of any unauthorized use or disclosure of your login credentials.

You agree that we may deny access, use and/or registration privileges to any user of the Site or Services in our sole discretion if we believe that such use or access of the Site or the Services is improper, unlawful, disruptive, or otherwise adversely affects or interferes with the Site or the Services. If you are a Reseller or you are accessing the Services on behalf of an organization, you agree that you will ensure that each of your employees, officers, directors, consultants, agents, service providers, representatives, and subcontractors, as applicable, and any third party who accesses the site on your behalf, also agree(s) to be bound by these Terms of Use.

SITE CONTENT

In these Terms of Use, “Content” includes the Site, Services, channels, text, graphics, logos, button icons, images, electronic art, animations, multimedia clips, digital downloads, data compilations, financial literacy guides or tools, budgeting guides and tools, worksheets, reports, software and other materials and their organization and presentation, in each case provided, owned, or licensed by MARBLE and/or its affiliates. All Content accessible through this Site is the property of MARBLE, or its affiliates or licensors, as applicable, and is protected by copyright laws. You may not use any trademark displayed on the Site without the written permission of the trademark owner.

MARBLE grants you a limited, non-exclusive, non-transferrable, non-sublicensable license to access, use, and display on your computer or other electronic access device the Site and Content, and to download (where permitted by the functionality of the Site) or print a reasonable number of copies of Content, provided that the Content is not modified, and you maintain all copyright and other proprietary notices. All other use of the Content or the Site is prohibited and will automatically terminate your rights to use the Content and/or the Site. All rights not expressly granted in these Terms of Use are reserved for MARBLE.

Except as expressly provided in these Terms of Use, any reproduction, retransmission, distribution, sales, republication, modification, translation of or creation of derivative works based on the Site, the Content and/or the Services, in whole or in part, and any decompilation, disassembly, reverse engineering or other exploitation of the Site or the Services is strictly prohibited. You acquire no rights or licenses to the Site, the Content or the Services other than the limited right to use the Site, the Content and the Services in accordance with these Terms of Use. You may not frame the Site, the Content, or the Services or any part thereof on any commercial or non-commercial internet website.

We reserve the right to suspend or terminate your access to the Content or the Services via this Site immediately, without notice, in our sole discretion.

LINKS

Certain links on this Site may take you to websites that are owned and operated by third parties (“Third Party Sites”). We provide these links as a convenience only, and do not endorse or have any control over any Third Party Sites or their Content, or any products, services, or information they provide. If you decide to visit any Third Party Site, you do so at your own risk and waive any claims against Marble.

CONFIDENTIAL INFORMATION

You agree to hold in strict confidence all information you receive from MARBLE as part of accessing the Services on the Site, including Content, and you agree not to distribute or copy any Content to any other third party, except as required by law. If you are required to disclose any information you receive from MARBLE by law, you shall provide MARBLE with ten (10) days written notice before any disclosure of such information. This restriction shall not prohibit you from disclosing the content of a consumer report to the consumer who is the subject of the report, provided a request for disclosure is duly made in accordance with applicable laws by such consumer.

You agree to protect any MARBLE confidential or proprietary information, which for greater certainty includes all Content, with at least the same degree of care you use to protect your own information of a similar nature (although not less than a reasonable degree of care of a prudent person) or as required under applicable laws.

USER INFORMATION

If you provide us, electronically or through your access to or usage of the Site or the Services, any information or materials such as feedback data, questions, comments, suggestions or the like regarding any information contained on the Site, MARBLE shall have no obligation of any kind with respect to such information and/or materials and shall be free to reproduce, use, disclose, and distribute such information and/or materials to others without limitation. You hereby grant us a transferable world-wide perpetual, irrevocable, royalty-free, non-exclusive license, including the right to sublicense to others, to use, reproduce, distribute, publish, modify, edit, translate, transmit, adapt and display any information and/or materials provided by you (in whole or in part) and/or incorporate such information and/or materials in any form, media or technology now known or developed in the future.

PAYMENT FOR SERVICES

DISCLAIMER

This Site, and all Content, Services, products and services obtained through it are made available on an “as is” and “as available” basis, without any representation, warranty or condition of any kind, either express or implied, or any guarantee or assurance the Site or the Services will be available for use, or that all products, features, functions, services or operations will be available or perform as described. To the fullest extent permitted by law, MARBLE disclaims all implied representations, warranties and conditions relating to the Site, the Services, all Content, products and services obtained through the Site, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement or availability of Service. MARBLE does not warrant that the Site or the provision of Services will meet your requirements or that the operation of the Site or the provision of Services will be uninterrupted or error-free, nor does MARBLE make any warranty as to the result that may be obtained from the use of the Site or the Services or as to the accuracy, reliability, suitability or content of the Site or the Services. You agree that access to and use of the Site and the information, products and services, or Content available on it is at your own risk. Neither MARBLE nor any supplier or licensor contributing to this Site is responsible for any errors or omissions in any information provided or any reliance on such information, Services, or Content. MARBLE does not warrant that it can accurately predict or cause a material improvement to your credit score, given that credit scores are driven by consumer spending habits, choices, and other factors beyond MARBLE’s control.

Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site or the Services. You understand, acknowledge and agree that you are assuming the entire risk including without limitation, for accuracy, performance, quality or security of any features or functions of the Site, or Content or loss of data associated with your use of the Site or the Services.

LIMITATION OF LIABILITY

IN NO EVENT WILL SCORE-UP AND/OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFIT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR PERFORMANCE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SCORE-UP HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

GENERAL

Dispute Resolution

In the interest of resolving disputes between you and MARBLE in the most expedient and cost-effective manner, you and MARBLE agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration. You and MARBLE agree that (i) any arbitration will occur in Toronto, Ontario; (ii) arbitration will be conducted confidentially in accordance with the Arbitration Act (Ontario), in English with one arbitrator to be selected by the parties to the arbitration; and (iii) the Ontario courts situated in the city of Toronto, Ontario shall have exclusive jurisdiction over any litigation in aid of arbitration and the enforcement of any arbitration awards. The parties shall attempt to agree on the single arbitrator to be appointed to resolve the dispute. If the parties are unable to reach agreement within 30 days after commencement of the arbitration, the arbitrator selection process identified in the Arbitration Act (Ontario) shall apply.

This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Terms of Use. The arbitrator also has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST MARBLE ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Indemnification

You agree to indemnify and hold MARBLE, its affiliates, licensors, and their respective directors, officers, employees, agents, and representatives harmless from all claims, liabilities, damages, and losses, including reasonable legal fees and expenses, due to or arising out of your use of the Site, Content, Services, or your breach of these Terms of Use (including, for greater certainty, any damages arising from your failure to protect MARBLE confidential or proprietary information in accordance with these Terms of Use).

Termination

Either you or MARBLE may terminate this relationship with or without cause at any time with thirty (30) days’ notice or otherwise in accordance with these Terms of Use. These Terms of Use will continue to apply to all past use of the Site and Services by you.

You agree that MARBLE may, in its sole discretion, terminate or suspend your access to all or part of the Site for any reason, including, without limitation, for breach of these Terms of Use (including failure to pay by you or any activity that may adversely affect the stability, functionality, or security of MARBLE’s ability to provide the Services or the Site) or breach of any other agreements between you and MARBLE. Any actual or suspected fraudulent, abusive, or illegal activity may be grounds for terminating this relationship.

Should you object to the Terms of Use or any subsequent modifications to them, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site.

Applicable Law

The materials in this web site are designed for use by residents of Canada. You agree to comply with all applicable laws and regulations. These Terms of Use and all related transactions are governed by laws of the province of Ontario, and the applicable federal laws of Canada. You and MARBLE agree to the exclusive jurisdiction of the courts of the Province of Ontario, and that all court proceedings and hearings will be in English.

Compliance with Laws

You agree to use the Site, Content and Services for lawful purposes only and in a manner consistent with all applicable local, national, or international laws, rules and regulations, including consumer reporting legislation and privacy legislation.

Severability

In case any of the provisions of these Terms of Use are, for any reason, held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of these Terms of Use, and these Terms of Use will be construed as if they had never contained such invalid, illegal, or unenforceable provision.

No Waiver

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Benefit of the Agreement

These Terms of Use are binding upon and will enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You may not assign or transfer your rights or obligations under these Terms of Use without our prior written consent, which consent will be at our sole discretion. MARBLE may assign the Terms of Use to any party at any time without notice to you.

Relationship of Parties

The relationship between you and Marble will be that of independent contractors. Nothing in the Agreement makes you or Marble, or any of your or its directors, officers, or employees, the representative, agent, trustee, principal, partner, joint venturer, employer, or employee of the other.

Electronic Communications, Communications & Consent

By registering on the Site and using the Services, you agree to receive communications from us electronically. We will communicate with you by electronic mail at the electronic mail address and SMS by the mobile phone number you provide to us, in accordance with our Privacy Policy. We may also communicate with you by posting notices on this Site or any other web site that may be generally designated in advance for such purpose. We may also communicate with you by telephone and postal mail at the phone number and civic address you provide us, in accordance with our Privacy Policy.

When you register on the Site and use the Services, you may be asked to consent to MARBLE and/or our third party business affiliates collecting, using and/or disclosing the personal information that you provide to us to confirm your financial situation and your initial and ongoing eligibility for other products and services outside of the Services (Other Products). In order to provide you with such products and services, you may be contacted by MARBLE and/or our third party business affiliates. In addition, you may also be asked to allow MARBLE and/or our third party business affiliates to perform a credit check on you, based on the information you have provided, to confirm your financial situation and your initial and ongoing eligibility for such products and services.

Unless you advise us otherwise, MARBLE and our third party business affiliates may offer you Other Products, including related products, services and pre-qualifications for other related or non-related credit or financial products and services. For Other Products, you acknowledge that: (i) all communications to you from MARBLE and its third party business affiliates may be done via SMS, telephone, electronic mail, email and postal mail; and (ii) MARBLE and our third party business affiliates may receive a referral fee for providing you with or referring you to a loan or other credit product or service.

Language

The parties confirm that it is their wish that this Agreement be written in the English language only. Les parties confirment leur volonté que la présente convention soit rédigée en anglais seulement.