Terms of Use Agreement

This Terms of Use Agreement (this “Agreement”, or the “Terms of Use”) sets forth the terms and conditions that apply to your access and use of the online functions, products, and services made available to you by Passage, Inc., a Canadian company, and any and all of its subsidiaries (“Passage”, or the “Company”).

‍

You can access Passage products and services through our website (located at www.passage.com) and the mobile application (the “Passage App”) as well as through websites and mobile applications operated by Passage with partners. All of these channels are referred to collectively in this Agreement as the “Site.” Through the Site you may access many different Services offered by Passage. 

‍

As used in the Terms of Use:

• “Services” include all of the products, services and functions offered or made available by us, whether online (including via the Site), in-person or when you otherwise interact with us; 
• “our”, “us”, “we” and any other similar variation refer to the Company; and
• “you” and “your” refer to the individual user of the Site or Service, as the party agreeing to the Terms of Use.
• The use of the word “including” in the Terms of Use to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive or exhaustive list of the topics covered.

‍

You must register an account to access and use many features of the Service. Your acceptance of the Terms of Use is required to use the Site and to obtain any Service offered on the Site. By using the Site to obtain any Service, you agree to be bound by the Terms of Use just as if you have signed the document with pen and ink. If you do not wish to be bound by the Terms of Use, then do not access or use the website or mobile application, do not click “accept” to register with Passage, and do not submit any account application, loan or funding inquiry, loan or funding request, or other Service request. Taking any of these actions means you agree to the Terms of Use and Passage’s Privacy Policy just as if you had signed it with pen and paper and will be considered to be “in writing”. You may only accept this Agreement and use the Site if you are (a) legally authorised to accept and be bound by these terms, (b) of a legal age to enter this Agreement and (c) your registration and your use of the Site and Services complies with all applicable laws and regulations. If you are using the Site on behalf of any other entity or person, you hereby represent and confirm that you are authorised to bind such entity or person. You hereby confirm that you are not, and will not be (a) listed on any economic and trade sanctions administered by the Office Of Foreign Asset Control of the U.S. Treasury Department, the U.S. Department of State, the European Union, the United Kingdom, Canada or other applicable jurisdiction, and you will not conduct any transaction prohibited by such sanction authorities, and (b) located in a country nor subject to any laws that would prevent you from using the Services. If you access this site from outside Canada, you are solely responsible for ensuring compliance with laws and regulations of your jurisdiction. You acknowledge and agree that you will not solicit from Passage, nor will Passage Services include, immigration or visa services. You further acknowledge and agree that you will not solicit any immigration or visa services from any recruitment partners or other advisors or otherwise pay any fees to such persons, unless, in each case, (a) they are acting in compliance with all applicable laws (including Canada and the country from which you are using such service) and registered as applicable and (b) they sign an agreement with us. You are responsible for all your applicable visa and immigration requirements. 

‍

In addition to the Terms of Use, you may enter into other agreements with us that will govern your use of specific aspects of the Services offered by us, such as (without limitation), agreements relating to loans or other financing or funding arrangements applicable to the Services (collectively, “Other Agreements”). If there is any contradiction between the Terms of Use and any Other Agreement you enter into for specific aspects of the Services, the Other Agreement shall take precedence in relation to the specific aspects of the Services to which it applies. Please note that any funding or loan you may receive from us will be subject to Other Agreements executed by you and us, accordingly any funding or loan offers, commitments or other expressions of interest you may receive from us is non-binding and can be withdrawn by us at any time for any reason without notice. 

‍

If you have questions or comments about the Terms of Use, please email us at support@passage.com. 

‍

Changes to the Terms of Use

We may make changes to the Terms of Use from time to time in our sole discretion without notice, so please review them frequently. If we do this, we will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new Terms of Use. Changes take effect immediately upon posting.

Changes, Misprints and Errors

Subject to applicable law, we: (a) reserve the right to change, modify, suspend or discontinue the Site, the Services, the prices or specifications of such Services, and any promotional offers and any other materials on the Site at any time and from time to time without any notice or liability to you or any other person; (b) cannot guarantee that Services advertised or offered for sale on the Sites will be available when ordered or thereafter; (c) reserve the right to limit quantities sold or made available for sale; (d) do not warrant that the materials relating to the Services (including without limitation product and service descriptions or photographs) are accurate, complete, reliable, current or error-free; and (e) reserve the right to cancel, to terminate or not to process orders and applications (including accepted orders and applications). Some jurisdictions may not allow the exclusions and disclaimers of certain implied warranties, so some of the provisions of this section may not apply to you. If you don’t like any of the changes to the Site or Services, you can stop using them, subject to any of the terms of the Terms of Use that continue to survive and any existing separate agreement you may have with us for a particular Service.

Eligibility and Communications

Eligibility: General

If you violate any of the Terms of Use, or otherwise violate an agreement between you and us, the Company may terminate your access and use of Services, and delete your account and any content or information that you have posted on the Services and/or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services), at any time in its sole discretion, with or without notice and without liability to you. Your eligibility for particular Services is subject to final determination by Passage. Not all applications will qualify or be approved. 

Electronic Transactions and Disclosures

Because Passage operates only on the Internet, you acknowledge that, should you use the Services, it is necessary to transact business with us online and electronically. As part of doing business with us, you acknowledge and agree that it is necessary to give you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Services, including any loans or funding arrangements you may request or receive, your registration as customer for the Services, your use of the Services, and the servicing of your loan or funding arrangement (each, a “Disclosure”), from us. The decision to do business with us electronically is yours. All Disclosures in either electronic or paper format will be considered to be “in writing.” This document informs you of your rights concerning Disclosures. We may rely upon and treat as duly authorised and binding on you any electronically authenticated document that we receive from you or which appears to have been sent by you. To communicate with us by electronic means you will be required to comply with certain security protocols established by us from time to time and take all reasonable steps to prevent unauthorised access to any other documents exchanged between us electronically.

If you have opened an account with us and you wish to withdraw your consent to have Disclosures provided electronically, you must close your account by contacting support@passage.com and stop accessing and using the Site and Services. Any withdrawal of your consent to receive electronic Disclosures will be effective only after we have a reasonable period of time to process your withdrawal and only after all amounts payable to us from you or payables from us to you, if any, have been received. You may not close your account to evade an investigation. You will remain liable for all obligations related to your account even after the account is closed. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Disclosures, or to terminate or change the terms and conditions on which we provide electronic Disclosures.

CUSTOMER COMMUNICATIONS 

With your consent and otherwise to the extent required or not prohibited by applicable law, Passage and its agents (which may include collection agencies), representatives, affiliates and assigns may send you emails, SMS messages (including text messages) and other electronic messages to the addresses or contact numbers that you provide or at which you may be reached, and may call you at any telephone number you provide or at which you may be reached. You are responsible for any charges that may be imposed by your telecommunications service provider in respect of such messages and calls. To the extent your consent is required by applicable law, you also consent to the following from Passage and its agents (including collection agencies), representatives, affiliates and assigns: (a) communication from auto-dialers at the phone number stated above, (b) playing automated messages when the telephone is answered, whether by you or someone else; (c) in the event an agent or representative calls, leaving a message on an answering machine or voicemail; and (d) contacting you on a recorded line.

We may also use third party tools or technology to monitor user experience on our Site. These tools automatically record information you provide to us on our Site and information about how you interact with our Site, including pages or links you click, videos you watch, mouse clicks and movements and page scrolling. We use this information for analytics and to improve Site usability as well as enhance the effectiveness of our Site, offers, advertising, communications and customer service. Please see our Privacy Policy for more information.

Change in Your Contact Information

You agree to promptly alert Passage whenever you stop using or change your email address, telephone number and primary address.

Proprietary Rights in Services Content; Limited Licence

All content included or available on the Site and through the Services, including materials, information, data, analysis, models, designs, text, graphics, pictures, video, information, software or other applications or output therefrom or any part thereof, names, trademarks, logos, arrangements, interfaces, technology, music, sound and other files and other intellectual property, and their selection and arrangement (the “Services Content”), are the proprietary property of the Company or its licensors with all rights reserved. Our Services Content is protected by Canadian and international copyright and other intellectual property laws. No Services Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below). Provided that you are eligible for use of the Services, you are granted a limited, non-exclusive, fully revocable licence to access and use the Services and to download or print a copy of any portion of any content on the Site solely for your use in connection with your use of the Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Services Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Services Content is strictly prohibited. Any use of the Services or the Services Content other than as specifically authorised herein, without the prior written permission of the Company, is strictly prohibited and, without prejudice to any other rights available to Passage, will terminate the licence granted herein. Unless explicitly stated herein, nothing in the Terms of Use shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. This licence is revocable by us at any time without notice and with or without cause.

Trademarks

Passage’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of the Company in Canada and/or other countries. Passage's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to support@passage.com.

Feedback

Any feedback, questions, comments, suggestions, ideas or the like that you share or otherwise disclose to the Company will be treated as being non-confidential and non-proprietary. The Company will be free to use such feedback, questions, comments, suggestions, ideas or the like for any purpose whatsoever without any obligation to you, including testing, developing, maintaining, improving, manufacturing and marketing Services.

Privacy and your Personal Information

For information about the Company’s data practices, please read the Company's Privacy Policy, (https://www.passage.com/privacy) which is hereby incorporated into the Terms of Use. The Privacy Policy explains how the Company treats and processes your personal information when you access and use the Site and Services. We encourage you to carefully read it because by accessing and using the Site and Services, you agree that we can collect, use and disclose your information consistent with that policy. Passage reserves the right to to satisfy any applicable law, legal process or requirements of governmental or regulatory agencies and authorities. The Privacy Policy may be updated from time to time at our sole discretion. Any changes will be effective upon posting to the Site. For greater certainty, Passage may use and disclose de-identified or aggregated information for lawful business purposes.

Registration for the Services; Account Security 

For certain features of the Services, you’ll need an account. In consideration of your use of the Services, you agree to (a) provide true, accurate, current and complete information about you, in each case as may be prompted by any registration forms or applications on the Site or otherwise requested by the Company (“Registration Data”) and will keep all such information up-to-date; (b) provide such materials as the Company may request to establish and/or verify your identity and eligibility to use the Services; (c) maintain the security of your password and identification; (d) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (e) promptly notify the Company regarding any changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services; and (f) be fully responsible for all use of your account and for any actions that take place using your account. You represent and warrant that you have all requisite right, power, and authority to provide us with all information and materials to facilitate your access and use of the Site and Services (including that of third parties). In the event that a third party gains access to your username or password, you should notify us immediately by emailing support@passage.com. We are not liable for any loss resulting from your failure to protect the confidentiality of your username or password. You acknowledge and agree that while Passage will use reasonable information security measures, that Passage’s systems are not 100% secured against every possible attack. 

‍

If you need help in updating your information or materials, please email us at support@passage.com. We are not responsible for any processing or technical errors or fees or other Services-related issues arising from your failure to keep your information or materials current. 

‍

Passage may request that you connect certain online accounts or portals operated by third parties and consent for certain disclosures to Passage of your personal information. You acknowledge and agree that when Passage is accessing such third party sites to retrieve and use your information, documents and material, Passage is not acting as the agent of or on behalf of the third party. You acknowledge that the supply of the Services by Passage is conditional upon access to certain information and cooperation by you, as further described in the Site.

‍

The Company reserves the right to access your account at any time in order to respond to your requests for security, as well as for any technical or other support. We reserve the right, at our sole discretion, to refuse Services to any person at any time for any reason without notice. Not all Services are available in every jurisdiction and we are under no obligation to make the Services available in any jurisdiction.

‍

We do not assume any responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store your information or materials. The Company will have no liability to you for any harm, loss, cost or damage arising out of, resulting from, or attributable to such information or materials. The provisions of this paragraph are in addition to, and not intended to limit or modify, the disclaimer or limitation of liability language otherwise contained in the Terms of Use.

‍

You authorise us to make any inquiries we consider necessary to establish and verify your identity. These inquiries may include: asking you for information, documents and material (including Registration Data) requiring you to take steps to confirm ownership of such information, documents and material you provide (including Registration Data); or, verifying information, documents and material you provide (including Registration Data) against third party databases or through other sources. If you do not fully cooperate with our inquiries (including providing Registration Data), or if we are not satisfied in any way with the results of our inquiries, we may refuse to allow you to access and use the Site and Services.

‍

You agree to cooperate with us and our partners (including academic partners) in connections with governmental, legal and regulatory matters, suspected fraud, misuse, violation or other breach of the Terms of Use. 

Restrictions on use

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libellous, defamatory, fraudulent or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Services for any other purpose. You further agree that you may not use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services. In addition, you agree not to use the Services to:

• violate any local, state, provincial, national or international law;
• further or promote any criminal or illegal activity;
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site or Services;
• except where authorised by the Company, register for more than one user account, or operate a user account on behalf of or for the benefit of any person or entity who is not eligible to register for or operate a user account in their own name;
• operate or otherwise utilise an account of the Services for any purpose prohibited by law or regulation, any activity which you are not duly authorised to conduct, or for any purpose prohibited by any other agreement between you and the Company;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, or your affiliation with or authority to act on behalf of any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from that person and the Company, or create a false identity on the Services; or
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgement of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose the Company or its users to any harm or liability of any type.

‍

We may terminate, disable or throttle your access to, or use of, the Site or any Services at any time without notice for any reason, with or without cause at Passage’s sole discretion. If Passage, in its sole discretion, believes that you may have engaged in any activities that are criminal, unlawful, infringing on anyone’s right, is offensive, misuse, interferes with the Site or Services, inappropriate or prohibited by the Terms of Use or applicable law, we may (in our sole discretion) take actions, including legal action, to protect the Company, other users, and other third parties from fees, fines, penalties, and any other liability (with or without notice). The provisions of this paragraph are in addition to, and not intended to limit or modify, our remedies  and other rights to modify or suspect service language otherwise contained in the Terms of Use.

User content

You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, “post”) on or through the Services (collectively the “User Content”). You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgement of the Company violates the Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, other users or others. You are responsible and liable if any of your User Content violates or infringes the intellectual property or privacy rights of any third party. We do not control and are not responsible for any User Content nor the conduct, whether online or offline, of any user of the Services. 

‍

By posting User Content on or through the Services, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide licence (with the right to sublicense) to use, copy, publicly perform, publicly display, modify, create derivative works, reformat, translate, excerpt (in whole or in part) and distribute such User Content in connection with operating and providing the Services, including in connection with underwriting, risk management and marketing activities. You may remove your User Content from the Services at any time. If you choose to remove your User Content, the licence granted above will not expire.

‍

You agree that Passage may make available services or automated tools to translate User Content and that your User Content may be translated using such services or tools. Passage does not guarantee the accuracy or quality of translations and you are responsible for confirming the accuracy of such translations.

‍

You understand that the operation of the Site and Services, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to the Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Site and Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. The Company will have no liability to you for any harm, loss, cost or damage arising out of, resulting from, or attributable to any unauthorised access or use of any User Content, or any corruption, deletion, destruction or loss of any of User Content. The provisions of this paragraph are in addition to, and not intended to limit or modify, the disclaimers or limitation of liability language otherwise contained in the Terms of Use.

Services we may provide to you

Support

As part of our Services, we may provide you with analysis, support, opinion, recommendations, estimates, models, statements or personal tools to view your financial position and your education, employment and visa opportunities (“Support”). Any such Support is illustrative and for informational purposes only and should not be read or otherwise interpreted as (a) fact or recommendations to purchase, hold, or sell any securities or instrument or to make any investment or other business, legal or financial decisions, (b) tax advice or (c) immigration, education or visa advisory services. We base our Support on certain assumptions and data that might be available to us. Our Support is uniquely ours and is not endorsed by any third-party partner. You acknowledge that we may have agreements with certain partners. You further acknowledge that certain Services may only be available to partners with agreement with us. Furthermore, any Support is determined by our own proprietary methodology. As such, we may change, alter, or modify any methodology at any time and elect to emphasise, ignore, or alter certain factors in our sole and absolute discretion. We assume no obligation to update any content following publication in any form or format.  Our Support will only reflect the information that we most recently accessed, and as such, may not reflect activity that occurred after we last accessed the applicable third party site or any pending transactions. PASSAGE MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED AS TO THE SUITABILITY OF ANY SUPPORT. The Support may sometimes provide inaccurate, incomplete or offensive content that does not represent Passage’s views. Given the probabilistic nature of machine learning, and artificial intelligence, use of Support may in some situations result in incorrect or incomplete output that does not accurately reflect the action generated.  If you elect to use Support, you are fully and solely responsible for outcomes. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of liability and non-reliance language otherwise contained in the Terms of Use.

‍

Our Services are intended to be utilised within Canada. We make no representations or warranties that the Support, information, products, or services provided through our Services, or our Services Content, are appropriate for other jurisdictions. If necessary, we reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion.

Loan and Funding Inquiries and Submissions 

If you submit a loan or funding inquiry or a loan or funding request or application to Passage, you authorise and instruct Passage to obtain (a) credit information on you from a credit reporting agency, (b) immigration status from any governmental organisation and (c) academic information from an academic institution, and to use such information according to the Privacy Policy, including to use the information to advertise products and services to you and to target ads to you. Your authorization in this Agreement is in addition to: (i) terms you accept at the time you submit a loan or funding inquiry, (ii) terms in any loan or funding application, and (iii) terms in loan or funding documents if you obtain a loan or funding. At all times we reserve the right to terminate or decline any loan or funding submission or application for a loan or funding and decline all future use of the Site. Any funding or loan offers, commitments or other expressions of interest you may receive from us in non-binding and can be withdrawn by us at any time for any reason without notice, no legally binding obligations will be created until Other Agreements are executed and delivered by all parties. Loans are provided by Passage (Funding) Inc. and funding agreements by Passage (PM) Inc., each an affiliate of Passage, or such other entity as we may designate from time to time. 

‍

Passage may also periodically use your information to attempt to pre-qualify or pre-select you for offers or programs (“Pre-Qualification Offers”) in accordance with our Privacy Policy. Passage will determine, in its sole discretion, when, how often, and with which participating providers (including Passage) it checks for Pre-Qualification Offers based on qualification criteria from each participating provider, availability of information needed to identify Pre-Qualification Offers and other relevant factors. These attempts to pre-qualify or pre-select may result in a soft credit check from Passage with a consumer reporting agency that will not impact your credit score. Pre-Qualification Offers are subject to change and are not guaranteed approval. You will still need to submit an application with participating providers (including Passage) who may need to do their own check to approve you. 

‍Third Party Services 

The Site contains (or you may be sent through the Services) access to, or enable third party software applications, products, services, programs, applications or links to other websites (“Third Party Sites”), as well as advertising, articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). As well, we may provide an online directory or other form of introduction or other service or application facilitation (“Partner Program Site”) of independent third parties (each, a “Service Partner”) who provide products and services which you may choose to use, purchase, apply to or receive. We may receive an incentive from certain Service Partners and Third Party Sites that you engage through your use of the Site and Services or that we otherwise introduce you to. Any reference by us to a Service Partner or a Third Party Site does not constitute or imply we are in any way affiliated, associated, authorised, endorsed by, or otherwise officially connected with such person or organisation or any of their affiliates. We do not in any way endorse any such person or organisation, and the reference of any such person or organisation should not be construed as a recommendation endorsement or advice of any kind. Further we do not control decisions or actions of such Third Party Sites or Service Partners. You acknowledge that we may, in our sole discretion, suspend, remove and discontinue access to the Service Partners, Partner Program Site or Third Party Site at any time for any reason without notice and without liability.  We will not be liable for any loss or damage that may arise from your use of them. Passage reserves the right to only interact with, or otherwise provide Services only in relation to, Third Party Sites, Program Partners Sites and Service Partners that we have a commercial agreement with. 

‍

Such Service Partners, Partner Program Sites, Third-Party Sites and Third-Party Content are not investigated, monitored or checked for accuracy, regulatory compliance, appropriateness, or completeness by us, and we are not responsible for any Service Partner, Partner Program Site, Third-Party Site or Third Party Content accessed through the Services, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Service Partner, Partner Program Site, Third-Party Site or the Third-Party Content, nor any of their decisions or actions. If you decide to leave the Site and access the Service Partner, Partner Program Site or the Third-Party Site, you do so at your own risk and you should be aware that our terms and policies no longer govern. If you utilise or deal with Service Partners, Partner Program Sites or Third-Party Sites, including through our Site, you do so at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any Service Partner, Partner Program Site and Third-Party Site.

‍

We do not guarantee that you will be presented with offers for any particular type of product or service, accepted into any program (including education programs) or employment, be approved for any immigration status or that you will otherwise meet any eligibility or approval criteria. It is your choice whether or not to apply for, purchase or receive a product or service offered or apply for any program (including education program), employment or immigration status by or through a Service Partner or Third Party Site. Passage may provide you with a likelihood of certain approvals based on information we have on record. This is not a guarantee, but can help you compare your options. You will need to submit an application with the provider who will do their own review and process. PASSAGE MAKES NO WARRANTIES ON THE LIKELIHOOD OF SUCCESS OR ACCEPTANCE OF ANY APPLICATION, SERVICE OR PRODUCT, NOR THAT ANY APPLICATION WILL BE FREE OF ANY ERRORS OR OMISSIONS. The provisions of this paragraph are in addition to, and not intended to limit or modify, the non-reliance language otherwise contained in the Terms of Use.

‍

The relationship between you and a Service Partner or a Third Party Site is independent of your relationship with us, and, may be subject to such terms as may be agreed to between you and the Service Partner or Third Party Site, as applicable. As such, we have no obligation to intervene in any disputes which may arise between you and a Service Partner or Third Party Site, and you acknowledge that any such dispute would be governed by the terms of the arrangement you have entered into with the relevant party.  Passage makes no representations or warranties on the likelihood of success or acceptance and is not responsible for any error or omissions in applications or fees or otherwise relating to the Services, however caused. 

Information Facilitation Services

As part of our Services, Passage may facilitate documentation, data and other information transfer, sharing, verification and validation functionality (“Information Facilitation Services”) between providers of such Information (the “Information Providers”) and the consumers of such Information (the “Information Consumers”) including any data, content, statements and information contained therein and results of such transferring, sharing, verification and validation, in any format (the “Facilitated Information”). It is understood that Passage may be an Information Consumer for purposes of this Information Facilitation Service. Examples of Information Providers includes school, universities, colleges, institutions, government agencies, financial institutions, assessment providers, payment providers, service providers, and other third parties.

In addition to any other representations and warranties in the Terms of Use, the Information Provider hereby represent and warrants that (a) it possess and will possess all rights, powers, licences, permits, consents (including allowing the sharing of information (including personal information)), authorizations, and other qualifications necessary in each case, in compliance with all applicable laws and regulations (i) to act as an Information Provider and use the Information Facilitation Services (including providing the Facilitated Information thereunder) and (ii) to permit Passage and the Information Consumer, as applicable, to use the Facilitated Information; and (b) any Facilitated Information the Information Provider provides is and shall be true, accurate, current and complete. Information Provider further grants Passage a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use Information Provider’s names, trademarks, service marks and logos and the Facilitated Information, in each case, to operate, provide, and promote the Information Facilitation Services and to perform our obligations and exercise our rights under the Terms of Service. This license shall survive termination of Information Provider’s use of the Information Facilitation Service.

In addition to any other representations and warranties in the Terms of Use, the Information Consumer hereby represents and confirms that it is permitted to act as an Information Consumer and use the Information Facilitation Services.

PASSAGE MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED AS TO THE RELIABILITY OF THE INFORMATION FACILITATION SERVICES. The Information Provider is solely responsible for the accuracy of the Facilitated Information and the contents thereof. The Information Consumer is responsible for making its own independent judgement with respect to any Facilitated Information and the Information Facilitation Services, and it acknowledges that it is not relying on Passage. The provisions of this paragraph are in addition to, and not intended to limit or modify, the non-reliance language otherwise contained in the Terms of Use.

Neither the Facilitated Information nor the Information Facilitation Services are investigated, monitored or checked for accuracy, regulatory compliance, appropriateness, or completeness by us, and we are not responsible for any Facilitated Information accessed through the Information Facilitation Services, including without limitation the content, accuracy, offensiveness, opinions or reliability of any Information Provider or the Facilitated Information.

The relationship between an Information Provider and an Information Consumer is independent of their relationship with Passage, and, may be subject to such terms as may be agreed to between them. As such, Passage has no obligation to intervene in any disputes which may arise between them, and Information Provider and Information Consumer, as applicable, acknowledge that any such dispute would be governed by the terms of the arrangement such Information Provider or Information Consumer, as applicable, have entered into with the other party.  Passage is not responsible for any error or omissions in the Information Facilitation Services or Facilitated Information, however caused. 

Credit Score Monitoring

Passage may offer you the opportunity to obtain your credit score from a single credit reporting agency for the purpose of allowing you to monitor your credit score (“Credit Score Monitoring”). Obtaining the service also enables Passage to offer you additional tools, services and products related to your credit information. When you elect to use Credit Score Monitoring, you agree to the following terms and conditions: (a) you authorise and instruct Passage to obtain your full credit reporting information from a credit reporting agency on a regular recurring basis (e.g., weekly) until such time that you terminate the Credit Score Monitoring, (b) Passage’s Service may include presenting your credit score and other elements in your credit report to you for you to monitor, however, Passage does NOT undertake any responsibility to monitor your credit report for activity or any other actions, (c) the credit score obtained by us is for your own use and for your education, (d) the credit score may be obtained from a single credit reporting agency and may be different from the credit reporting information used by other institutions or lenders or creditors and (e) Passage may obtain and keep your credit reporting information and use it for the purposes permitted by our Privacy Policy. You acknowledge and agree that Passage is not a credit reporting agency or a credit repair company and does not and will not undertake any credit repair on your behalf. To the extent Passage offers you any suggestions regarding improving credit scores or any simulation or hypothetical estimates of your credit score or other product or Service suggestions, such information is based upon assumptions about your education and other factors, is not a guarantee of any outcome and is not intended to be financial advice.

‍

You authorise Passage to request and obtain a consumer report from a consumer reporting agency containing information about you, from time to time, for any purpose permitted by applicable law, including for use in connection with a credit transaction, to display your credit profile to you, to confirm your identity to avoid fraudulent transactions in your name, to review your account to determine whether you continue to meet the terms of your account, and for other legitimate business needs in connection with a transaction initiated by you. You further authorise Passage to send you updates to your consumer report and notifications related to your credit profile via push notifications, in-App messages, emails, and text messages. 

New features

Passage may grant you a limited, revocable, non-transferable, and non-sublicensable licence to access and use new features that are marked as alpha or beta versions during a limited period of time for demonstration, testing, or evaluation purposes (a “New Feature”). A New Feature may be unstable or incomplete, changed in backward-incompatible ways, have significant design issues and not be guaranteed to be released and generally available. 

‍

Passage may suspend or terminate the licence granted in this section at any time and for any or no reason without notice and without liability. You acknowledge and agree that a New Feature may be disabled after the expiration or termination of the evaluation period.

Fees and Deposits

When you purchase a specific Service, you are agreeing to pay all charges for your Service (including application fees and processing fees) including deposits, the listing price, applicable fees, taxes, and any other items identified during checkout (collectively, “Total Price”). When you receive the purchase confirmation, a contract for such Service (a “Purchased Service'') is formed directly between you and the applicable Service provider (the “Purchased Service Provider”). It is acknowledged that the Company may be a Purchased Service Provider. Your purchase may be subject to foreign exchange fees or differences in pricing based on location (e.g. exchange rates). In addition to the Terms of Use, you will be subject to, and responsible for complying with, all terms of the Purchased Service, including without limitation, the cancellation or modification policies, refund policies, and any other rules, standards, policies, or requirements identified in the applicable Purchased Service, on the Site or during checkout that apply to the Purchased Service. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to purchasing a Purchased Service. Fees on our Site, Third Party Sites and Partner Program Sites as well as fees of Service Partners and Purchased Service Providers may be modified without notice, including by updating price lists on the Site.  Further, it is acknowledged that application fees, processing fees and deposits (refundable and non-refundable) may be added at any point in the Service and Site at Passage's sole discretion. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of such changes. Fees and deposits of Service Partners and Third Party Sites are outside of our control and subject to their rules (including with respect to cancellations and refunds). All fees are non-refundable unless otherwise explicitly stated. 

‍

The ranking of Services in search results on the Site depends on a variety of factors. As well, search results may appear different on our mobile application than they appear on our website. Passage may allow Purchased Service Providers to promote their Services in search or elsewhere on the Site by paying an additional fee.

‍

You hereby authorise Passage to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment consistent with our Privacy Policy, and to charge your credit card (or any other Payment Method) for fees, deposits and any other amounts owed under the Terms of Use. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information. “Payment Method” means a valid credit card issued by a bank acceptable to Passage, a bank account linked to your account, a debit card, or such other method of payment as Passage may accept from time to time in our sole discretion.

‍

By providing Payment Method information through the Site or by authorising payments with the Payment Method, you represents that: (a) you are legally authorised to provide such information; (b) you are legally authorised to make payments using the Payment Method(s); (c) if you are an employee or agent of a company or person that owns the Payment Method, that you are authorised by the company or person to use the Payment Method to make payments on Passage; and (d) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law. PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS.

‍

When you authorise a payment using a Payment Method via the Site, you represent that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under the Terms of Use cannot be collected from your Payment Method(s), you are solely responsible for paying such amounts by other means. Passage may refuse Service prior to obtaining payment in full. 

‍

Passage is not liable to you if Passage does not complete a transaction including as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honour any credit or debit to or from an account associated with such Payment Method, nor is Passage liable for timely payments. Passage reserves the right to refuse or reject any Payment Method and to return or reject any Payments (less any fees, costs and applicable exchange rates).

Fees Charged by Banks

Some banks and card issuers impose fees for international or cross-border transactions. For example, if you make a purchase using a card issued in or other payment service from a different country from the Purchased Service Provider’s location or you choose to transact in a currency that is different from the local currency of our Service, your card issuer or other payment service may charge you an international or cross-border transaction fee.

‍

Also, some banks, card issuers and other payment services impose fees for currency conversion. For example, if you make a purchase in a currency different from the currency of your credit card, your card issuer may convert the purchase amount from the currency of your credit card and charge you a conversion fee. The Services operate in Canadian Dollars. 

‍

If you have any questions about these fees or the exchange rate applied to your purchase, please contact your bank, card issuer or other payment service. Passage is not associated or responsible for any fees relating to varying exchange rates and issuer fees.

Taxes

All your payments in respect of the Terms of Use will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any national, regional or local authority having the power to tax unless such withholding or deduction is required by law. In such an event, you must pay such additional amounts as will be necessary in order that the net amounts received by us after such withholding or deduction (including any such withholding or deduction in respect of such additional amounts) will equal the respective amount of charges which would otherwise have been received in respect of the Terms of Use in the absence of such withholding or deduction.  You will also be responsible for all stamp duty, registration and other similar taxes payable in connection with the execution and delivery of, or otherwise with respect to, this Agreement. 

Currency Conversion

Any currency conversion rates displayed on our Service are based on public sources and current exchange rates, which may vary between the time a purchase is made and the time of travel. Such rates are provided for information purposes only and, while we seek to provide information that is correct, Passage does not guarantee the accuracy of such conversion rates because they are not within our control.

Community

Passage may offer you the opportunity to share information about your Passage experience, your User Content (which may include your immigration, education and employment experience or to create a Community profile) and to enable you and others to meet, exchange ideas, chat, learn and find opportunities or employees, work and make network relationships (such persons, “Community Members”). If Passage does offer such functions, it will be subject to these specific Community terms in addition to all other Terms of Use contained herein as well as community guidelines we may establish from time to time.

‍

Through your Community profile, you may have the option to link your profile to other social media accounts. If you choose to do so, Passage will collect information from your other social media account. More information about the type of information we collect from you and how Passage uses it is available in the Privacy Policy. When you create a Community profile with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms of Use, which may result in immediate termination of your Community profile.

‍

If you elect to create a Community profile, information that is obtained from your Passage account and information that you provide Passage may be on your Community profile, and it will be possible for other persons, including Passage Community Members to see your profile. Please note that all information posted on the Community site may be available to everyone using that service and may be read, collected or used by others for any purposes, including sending you unsolicited messages.  See our Privacy Policy. Passage may terminate or suspend your Community profile immediately, without prior notice or liability, for any reason whatsoever. Upon termination, your right to use Community will immediately cease. Further Passage reserves the right to limit your use of the Services herein, including the number of your connections and your ability to contact other Community Members. 

‍

We are not obligated to publish any content on our Service. We may limit the distribution of or remove content that we determine violates community guidelines or the Terms of Use. We reserve the right to proactively moderate content, although we expressly disclaim any obligation to do so, and we can remove content, suspend, delete, or deactivate your account, limit account privileges, or otherwise refuse service to you.

‍

We cannot control the actions of other Community users of the Sites or third parties with whom you may choose to share your User Content. We cannot and do not guarantee that unauthorised persons will not view such User  Content. You acknowledge, represent, and agree that all User Content that you post to the Community are provided voluntarily and that if you provide any User Content to any area of the Sites that is available to others, Passage does not control and is not responsible for the use of your User Content by others. Further, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Passage generally does not review content provided by others.

‍

Passage may help Community Members offering their services (career coaching, accounting, etc.) with Community Members seeking services. Passage does not perform nor employs individuals to perform these services. You must be at least 18 years of age to offer, perform or procure these services. You acknowledge that Passage does not supervise, direct, control or monitor Community Members in the performance of these services and agree that (1) Passage is not responsible for the offering, performance or procurement of these services, (2) Passage does not endorse any particular Community Member’s offered services, and (3) nothing shall create an employment, agency, or joint venture relationship between Passage and any Community Member offering services. If you are a Community  Member offering services, you represent and warrant that you have all the required licenses and will provide services consistent with our community guidelines.

‍

Similarly, Passage may help you register for and/or attend events organized by Community Members and connect with other Community Members who are attendees at such events. You agree that (1) Passage is not responsible for the conduct of any of the Community Members or other attendees at such events, (2) Passage does not endorse any particular event listed on our Services, (3) Passage does not review and/or vet any of these events, and (4) that you will adhere to these terms and conditions that apply to such events.

‍

Any chat room/channel may have additional rules and conditions than expressed in this document. If a chat room has additional rules you will be alerted of their existence when entering the specific chat room. Always read and adhere to any and all channel specific rules. Chat room/channel rules include: 

• try not to interrupt someone when they are chatting 
• do not ask lots of questions all at once, give other users time to think about what you have written and respond appropriately
• do not behave or use language that is discriminatory, harassing, abusive, derogatory, obscene, offensive, or sexually explicit
• do not flood or spam
• do not consistently use of CAPITAL letters 
• do not make unsolicited invitations to any other websites
• do not advertise
• do not attempt to steal passwords or to take over channels to serve your own personal goals
• do not use of any automated scripts or bots on the network. 

‍

Passage may use the information and data that you provide and that we have about Community Members to make recommendations for connections, content and features that may be useful to you.

‍

UNDER NO CIRCUMSTANCES WILL PASSAGE BE HELD LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, AS A RESULT OF CONDUCT FROM YOU OR ANY OTHER COMMUNITY MEMBER OR ANY RELIANCE OR USE OF ANY USER CONTENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU, NOT PASSAGE, ARE RESPONSIBLE FOR YOUR DECISIONS, ACTIONS, COMMUNICATIONS AND PURCHASES WITH OTHER COMMUNITY MEMBERS. UNDER NO CIRCUMSTANCES ARE YOU ENTITLED TO PAYMENT FOR YOUR USER CONTRIBUTIONS. ALL USER CONTRIBUTIONS ARE NON-CONFIDENTIAL AND NON-PROPRIETARY. PASSAGE TAKES NO RESPONSIBILITY WHATSOEVER FOR OPINIONS EXPRESSED OR ACTIONS TAKEN BY USERS OR OTHER COMMUNITY MEMBERS. PASSAGE IS NOT LIABLE FOR HOW ANYONE REACTS TO ANY CONTENT FOUND WITHIN THIS SITE, ITS CHAT ROOMS OR ANY EXTERNAL LINKS THIS SITE. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of liability and non-reliance language otherwise contained in the Terms of Use.

‍

YOU UNDERSTAND THAT PASSAGE CURRENTLY MAY NOT CONDUCT CRIMINAL BACKGROUND CHECKS, INTERVIEWS, OR SCREENINGS ON COMMUNITY MEMBERS. PASSAGE ALSO MAY NOT INQUIRE INTO THE BACKGROUNDS OF ANY COMMUNITY MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF COMMUNITY MEMBERS. PASSAGE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF COMMUNITY MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE COMMUNITY MEMBERS. PASSAGE RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

Referral Program

Additional terms of use apply to participation in Passage referral programs (collectively, the “Referral Programs”). If you wish to participate in any Referral Program, you agree to these terms.

Eligible Referred Persons

• Any friend whom you’d like to refer must use your specific product referral link to sign up for the product they want (the “Referral Link”).
• Each person referred should be someone you have a direct, personal relationship with and is limited to friends, colleagues, family members, and other people you believe may be interested in applying for the Service as described in a specific promotional campaign.
• Passage reserves the right to review, investigate, and disqualify anyone from participation in the Referral Program at any time, and reserves the right to not honour any referral, including a referral which in our sole discretion was solicited in a manner inconsistent with the spirit or terms and conditions of the Referral Program.
• Anyone who violates these Terms of Use and any other terms and conditions of a specific referral campaign is ineligible for the Referral Program.
• You cannot earn any referral bonus for referring to yourself.
• In addition to other limitations, the Referral Program does not apply if the referred person (a) was previously referred in any way to Passage, as determined by Passage; (b) was previously a user of, or known to Passage (e.g. has previously created an account or has been contacted by Passage), as determined by Passage; (c) is ineligible for the applicable program or Service that they were referred for or does not otherwise purchase or pay for such program or Service within 365 days of the referral; (d) is on our opt-out list or the national email opt-out list; (e) has already received and used another person’s Referral Link; (e) does not use their Referral Link within 30 days after receipt of the Referral Link, and (f) does not meet the terms and conditions of the specific promotional campaign associated with the Referral Link. 

No Spam and Distribution Limitations

You may not distribute a Referral Link or otherwise solicit anyone through mass email, any form of commercial advertising or other similar means. You must comply with all applicable laws and regulations in soliciting referrals. Eligible referrers may not purchase internet search terms or publicly advertise Passages’ products or name in any fashion. Further, any distribution of a program link that could constitute unsolicited commercial email or “spam,” any content which impersonates or implies an affiliation with or endorsement by Passage, or any actions which otherwise violate any terms or conditions imposed by Passage, are prohibited and will be grounds for immediate termination from a Referral Program. We will not honour referral payments for referrals which are generated using any of the foregoing means. 

Independent Contractor

Your participation in a Referral Program is solely as an independent contractor. Neither you nor Passage intend to establish an employment relationship, and you are not entitled to any benefits. 

Additional terms

• We are not responsible for any dispute you may have in connection with this Referral Program with another user.
• Unless explicitly stated in the Referral Program, you may not collect information from eligible recipients under any Referral Program, assist with filling out an application, or discuss specific product terms.
• Unless explicitly stated in the Referral Program, no referral fees or bonuses will be paid. 
• To protect the privacy of those you refer, referral prospect account information, status or eligibility is not, under any circumstances, permitted to be shared with referral promoters. Participation in the Referral Program serves as a limited waiver of privacy rights by both you and the referred party, pursuant to which each may become aware that the other has an account relationship with Passage and that the referred party was successfully referred.
• Passage may modify, update, terminate or otherwise limit the Referral Program at any time and from time to time without notice or liability to you or any other person.
• Passage reserves the right to seek reimbursement from any user of amounts paid, if any, or otherwise withhold or deduct payment, if any, in connection with this Referral Program, relating to customers solicited via mass solicitation or in the event that Passage determines or believes that the payment or the right to receive the payment was in error, fraudulent, illegal, or in violation of these Referral Program rules or any other applicable agreement between you and Passage.
• Unless explicitly stated in a referral campaign, in no event will any person be entitled to receive more than $1000 Canadian in cumulative referrals within any calendar year. 
• If you are providing Passage with the contact information for your referred person, you represent that you have the right to provide that information.
• You acknowledge and agree that: (a) Passage may limit the number of Referral Links you may create or are made available to you based on the Referral Program in which you participate; (b) you have no ownership rights in any form over the Referral Links; and (c) Passage may reclaim, deactivate, invalidate or terminate your Referral Link at any time at its sole discretion. 
• You agree that you will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. You agree not to make misleading statements about Passage, misrepresent your connection to Passage, or otherwise make any false or misleading statements to get a referred person to use your Referral Link.
• You agree to limit your activities to informing referred person of the Referral Program so that they can independently decide whether to apply for such program, product or service.
• The Referral Program is void where such referral programs are prohibited.
• In the event any of the terms of these Terms of Service conflicts with any terms in a specific promotional campaign associated with a Referral Link, the terms of these Terms of Service shall govern.
• All payments shall be made without Canadian federal or provincial statutory deductions including but not limited to Canadian Income Tax, Canada Pension Plan, Employment Insurance, and Workplace Safety and Insurance premiums. 
• You are responsible for any tax liability and disclosure requirements, related to your participation in the Referral Program. All amounts payable by Passage, if any, to you pursuant to the Referral Program are exclusive of any value-added, goods and services, sales, use, levies, consumption, customs, excise, stamp, income or similar taxes and any such taxes imposed on any payment to you will be your sole responsibility. Where any relevant taxation authority imposes any income tax on payments under this Referral Program and requires Passage to withhold such tax (“Withholding Tax”), Passage may deduct such Withholding Tax from the payment to you and remit such Withholding Tax to the relevant taxing authority on your behalf. You will indemnify and hold harmless Passage from payment of all taxes and other governmental charges, and any related penalties and interest, arising from the payment of any Referral Program fees to you under the Referral Program. You agree to cooperate in good faith to respond to any query from the applicable tax authorities in connection with any taxes related to amounts payable under the Referral Program. 

Miscellaneous terms

If applicable law limits the application of the provisions of this Section, our liability will be limited to the maximum extent permitted by law. 

Disclaimers

None of Passage's, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, partners, shareholders, funding sources, independent contractors or licensors (collectively the “Passage Parties”) guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Site, Services Content or Services, and the Passage Parties disclaim liability for errors or omissions in the Site, Services Content and Services.

‍

THE SITE, SERVICES AND ALL OF THE SERVICES CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE SITE, SERVICES CONTENT AND SERVICES. THE PASSAGE PARTIES DO NOT WARRANT THAT THE SITE, SERVICES CONTENT AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PASSAGE MAKES NO WARRANTIES ON THE LIKELIHOOD OF SUCCESS OR ACCEPTANCE OF ANY APPLICATION, NOR THAT ANY APPLICATION WILL BE FREE OF ANY ERRORS OR OMISSIONS. 

‍

We do not have any fiduciary or other special relationship to you and we have not assumed an advisory or fiduciary responsibility in your favour, including with respect to any Services. We are a platform, not an advisor. We do not provide legal, tax, investment, insurance, immigration or visa advice or services and any related Services Content or Services is for illustration only and you acknowledge that you are not relying on us. You acknowledge and agree that you have consulted and will consult with your own legal, tax and financial advisors to the extent you deem appropriate and that you are responsible for making your own independent judgement with respect to any Services (including any Support and Facilitated Information) you receive, the entering into the Terms of Use and the transactions and the process leading to it. We will rely on those acknowledgments in entering into the Terms of Use. You agree that you will not claim that we have rendered advisory services of any nature or respect, or we owe a fiduciary or similar duty to you. The Services are offered to you upon the express condition that you will fully evaluate your own financial, immigration and education circumstances and are fully responsible for your own financial, immigration and education decisions. Only you can consider your financial, immigration and education situation and circumstances. You are fully responsible for any visa, immigration, entry and academic requirements as well as your compliance with applicable laws and regulation.

‍

Unless specifically authorised by Passage in writing, you will not act, nor purpose to act, as an agent of Passage or bind or purpose to bind Passage in any way. 

‍

The Services may be temporarily unavailable from time to time for maintenance or other reasons. Passage assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, your communications. Passage is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Services or combination thereof, including injury or damage to you or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Passage be responsible for any loss or damage to any User Content.

‍

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Passage.

Legal Mandates. 

Passage may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body.

Limitation on Liability

YOU UNDERSTAND AND AGREE THAT WE WILL BE LIABLE TO YOU ONLY FOR DIRECT DAMAGES RESULTING FROM OUR GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT ARISING DIRECTLY FROM OUR PERFORMANCE OF OUR OBLIGATIONS UNDER THIS AGREEMENT AND OUR LIABILITY TO YOU FOR ANY SUCH CAUSE WHATEVER AND REGARDLESS OF THE FORM OF ACTION WILL AT ALL TIMES BE LIMITED TO $100. WE WILL NOT BE LIABLE TO YOU FOR ANY OTHER DIRECT DAMAGES. WE WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, EXEMPLARY, EXTRAORDINARY, LIQUIDATED, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF ACADEMIC OR EMPLOYMENT OPPORTUNITIES, LOSS OF DATA, INTERRUPTION IN USE OF LOAN OR FUNDING PROCEEDS, LOSS OF REPUTATION, FINES, FEES, LATE PENALTIES, LATE PAYMENTS, CANCELLATION OF THIRD PARTY CONTRACTS, LOSS OF GOODWILL, LOSS OF SERVICES AND ENROLMENT, REJECTION OF APPLICATIONS, LOSS OF VISA OR IMMIGRATION STATUS, INCONVENIENCE, LOSSES RELATING TO FAILURE TO PROCESS A PAYMENT, AND COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATED PRODUCTS OR SERVICES, OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS RESULTING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR THE PRODUCTS OR SERVICES. THE LIABILITIES LIMITED IN THIS SECTION APPLY (A) WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE; (B) WHETHER OR NOT WAS ADVISED OF THE POSSIBILITY OF DAMAGES OR WAS NEGLIGENT; AND (C) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY TO ANY ACT OR OMISSION OF PASSAGE, ITS DIRECTORS, OFFICERS, CUSTODIANS, AGENTS, EMPLOYEES, AFFILIATES, ASSIGNS, PARTNERS, SERVICE PROVIDERS, LICENSORS, SHAREHOLDERS, FUNDING SOURCES OR SUPPLIERS, WHETHER OR NOT THE ACT OR OMISSION WOULD OTHERWISE GIVE RISE TO A CAUSE OF ACTION IN CONTRACT, TORT, STATUTE OR ANY OTHER DOCTRINE OF LAW. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. PASSAGE IS NOT LIABLE FOR THE USE BY THIRD PARTY SITES OR REFERRAL PARTIES OF ANY OF YOUR USER CONTENT OR REGISTRATION DATA, OR ANY OTHER SERVICE CONTENT OR SERVICES.

Governing Law and Jurisdiction

The Terms of Use are governed by and interpreted in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. You agree to submit to and be bound by those laws and the courts of that province in the event of any dispute relating to this Agreement. Any judgement we obtain will not affect your obligations under this Agreement. Each party hereto, waive, to the extent permitted by applicable law, any right each may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this paragraph. Each party hereto waives personal service of process and irrevocably consents to the service of process by registered or certified mail at the address set forth for notices.

Indemnity

You, your heirs, and your estate representatives indemnify and save harmless us and our directors, officers, custodians, agents, employees, affiliates, assigns, partners, shareholders, funding sources or suppliers (together, the “Indemnified Persons”) from and against all liabilities, damages, claims, obligations, deficiencies, actions, judgements, interest, awards, penalties, fines, fees, demands, losses (including any direct, indirect or consequential losses), loss of profit, loss of reputation and all penalties and legal costs and all other professional costs and expenses (including legal expenses) and/or costs of any nature whatsoever (including all expenses reasonably incurred in the defence thereof) that may at any time be incurred by any of the Indemnified Persons, or be brought against any of the Indemnified Persons by any person, legal entity, regulatory authority, or government authority, and that may in any way whatsoever arise out of or be connected in any way (a) to your access to or use of the Services, (b) to your User Content or any other data, information or materials you have made available or Services Content, (c) the Faciliated Information including the use or reliance by an Information Consumer on the Information Facilitation Service, or (d) with the Terms of Use or of any law or the rights of any third party. Passage reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Passage in asserting any available defences. You will not settle any action or claims on Passage’s behalf without the prior written consent of an authorised officer of Passage.

Force Majeure. 

Neither you nor Passage will be liable for failure to perform any obligation under the Terms of Use to the extent such failure is caused by a Force Majeure event. The party affected by the Force Majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a Force Majeure event will be performed as soon as reasonably possible when the Force Majeure event concludes. “Force Majeure” for purposes of this paragraph means (a) any effect, facts, circumstances, occurrences, developments events or changes that, when considered individually or in the aggregate, is or could be expected to be adverse to (i) your or our ability timely perform your or our obligations under the Terms of Use, (ii) your or our business, properties, assets, liabilities, results of operations or financial or legal situation or (iii) our rights and remedies under the Terms of Use; or (b) you or we have been affected by any fire, pandemic, natural disaster, war, terrorism, riot, armed hostilities, sabotage, embargoes, acts of civil or military authorities, floods, accidents, epidemics, pandemic, disease (including the SARS-CoV-2 virus), strikes or shortages of transportation facilities, fuel, energy, labour or materials, governmental acts or orders or restrictions, failure of the Internet, act of god, or other casualty that could be expected to be adverse.

Others

The Terms of Use (together with all applicable Other Agreements) constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services and supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services and the Terms of Use. The failure of the Company to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of the Terms of Use is held invalid, the remainder of the Terms of Use shall continue in full force and effect. If any provision of the Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions. You may not assign or transfer the Terms of Use, by operation of law or otherwise. Any attempt by you to assign or transfer the Terms of Use will be null. The Company may freely assign or transfer the Terms of Use without restriction. Subject to the foregoing, the Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns. The following provisions of the Terms of Use shall survive termination of your use or access to the Services: the sections concerning “User Content”, “Disclaimers”, “Indemnity”, “Limitation on Liability”, “Governing Law and Jurisdiction”, “Others”, and any other provision that by its terms survives termination of your use or access to the Services.

‍

You will not make any comments of a disparaging, unfavourable, critical, or derogatory nature about Passage or express any ill will towards Passage or its subsidiary and affiliate organisations, or their board members, directors, officers, employees, agents, successors, and assigns. You agree that the reputation of Passage is of significant value and any breach of this paragraph will significantly impair Passage’s reputation.

Notices

Any notices or other communications provided by the Company under the Terms of Use will be given: (i) via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Language

The parties hereto acknowledge having expressly required that this Terms of Use Agreement, the Services, the Site and all related policies and terms are to be drawn up in the English language. Les parties aux présentes reconnaissent avoir expressément exigé que les Conditions et règlements du site ainsi que toutes les politiques et règles s'y rapportant soient rédigées en anglais.

Contact Information

If you have any questions about the Terms of Use or the Services, please contact the Company at support@passage.com.