Terms and Conditions of Use
These Terms and Conditions ("Terms") govern your access to and use of the Slate platform, services, APIs, and related software (collectively, the "Platform" or "Services") provided by Slate Financial Technologies Inc. ("Slate," "we," "us," or "our"), a British Columbia corporation (BC Incorporation Number: BC1555098).
By accessing or using our Platform, you ("you," "your," or "User") agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
IMPORTANT: IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
1. DEFINITIONS
"API" means the application programming interface(s) provided by Slate for integration with the Platform.
"Capital Provider" means Slate or third-party financial institutions or other entities that provide capital to Merchants through the Platform.
"Confidential Information" means any proprietary or confidential information disclosed by one party to the other.
"Documentation" means Slate's technical documentation, user guides, and API specifications.
"Merchant" means a small or medium-sized business that (a) is incorporated, registered, or otherwise legally organized in Canada; (b) maintains a Canadian business bank account; (c) conducts business operations primarily in Canada; and (d) applies for a Merchant Cash Advance through Platform Partners or directly through Slate using the Platform.
"Merchant Cash Advance" or "MCA" means a purchase of a Merchant's future receivables by Slate or a Capital Provider in exchange for an upfront capital payment, structured as a commercial purchase transaction and not as a loan, subject to a separate Merchant Cash Advance Agreement.
"Platform Partner" means technology companies, marketplaces, and software providers that integrate the Platform into their services to offer Merchant Cash Advances to their business customers.
"User Data" means data and information submitted to or collected through the Platform.
2. DESCRIPTION OF SERVICES
Slate operates a financial technology platform that provides embedded commercial financing solutions to eligible Canadian businesses.
2.1 Technology Infrastructure
Our Platform includes proprietary software and technology infrastructure for embedded financing, including:
- Automated underwriting tools and credit decision support systems
- Payment infrastructure coordination technology
- API infrastructure for third-party integrations
- White-label user interface components for Platform Partners
- Dashboard, reporting, and analytics tools
- Technical integration support and documentation
2.2 Merchant Cash Advances
Slate, directly or through Capital Provider partners, purchases a portion of a Merchant's future receivables in exchange for an upfront capital payment. Merchant Cash Advances are structured as commercial purchase transactions and are not loans. All MCAs are governed by a separate Merchant Cash Advance Agreement between Slate (or the applicable Capital Provider) and the Merchant, which sets out the purchase price, purchased amount, remittance terms, and other material terms.
2.3 Platform Partner Services
Slate provides technology infrastructure to Platform Partners, enabling them to offer white-labeled Merchant Cash Advances to their business customers. Platform Partners do not originate, fund, or assume credit risk for MCAs—all such activities are performed by Slate or Capital Provider partners.
2.4 Role Clarification
Slate operates in two capacities:
- As a Technology Provider: Slate licenses its Platform to Platform Partners for embedded financing integrations.
- As a Capital Provider: Slate may directly originate, fund, and service Merchant Cash Advances to eligible Merchants, either through Platform Partner channels or directly.
Where Slate acts as a Capital Provider, the applicable MCA is governed by a separate Merchant Cash Advance Agreement that supersedes these Terms with respect to the specific financing transaction.
2.5 Services Not Provided
For clarity, Slate does not provide and the Platform does not include:
- Banking services, deposit accounts, or online banking
- Investment management, advisory, or brokerage services
- Consumer financing or personal financing of any kind
- Payment processing services (payments are processed by third-party providers)
- Insurance or insurance brokerage services
Slate is not a bank, credit union, investment advisor, or deposit-taking institution.
3. ELIGIBILITY AND ACCOUNT REGISTRATION
3.1 General Eligibility
To use the Platform, you must:
- Be at least 18 years old or the age of majority in your jurisdiction
- Have the legal capacity to enter into binding contracts
- Be authorized to represent your organization (if applicable)
- Not be prohibited from using the Platform under applicable laws
3.2 Merchant Eligibility for Merchant Cash Advances
Merchant Cash Advances offered through the Platform are available exclusively to Merchants that meet all of the following criteria:
(a) The Merchant is a corporation, partnership, sole proprietorship, or other business entity legally organized or registered under the laws of a Canadian province or territory;
(b) The Merchant maintains an active business bank account with a Canadian financial institution;
(c) The Merchant's primary business operations are conducted in Canada;
(d) The Merchant has a physical business address in Canada (P.O. boxes do not qualify);
(e) The Merchant's authorized representatives are Canadian residents or otherwise legally authorized to conduct business in Canada; and
(f) The Merchant meets any additional eligibility criteria specified in the applicable Merchant Cash Advance Agreement.
3.3 Verification
Slate reserves the right to verify Merchant eligibility at any time. You agree to provide documentation reasonably requested to confirm your eligibility, including but not limited to:
- Certificate of incorporation or business registration
- Government-issued identification for authorized signatories
- Business bank account statements
- Proof of Canadian business address
3.4 Ineligible Applicants
Slate does not offer Merchant Cash Advances to:
- Individuals or consumers for personal, family, or household purposes
- Businesses located outside of Canada
- Businesses in prohibited industries as determined by Slate's underwriting policies
- Businesses that fail to meet Slate's creditworthiness or eligibility standards
3.5 Provincial Availability
Merchant Cash Advances may not be available in all Canadian provinces and territories. Availability is subject to applicable provincial requirements and Slate's operational presence. Current availability includes British Columbia, Alberta, and Ontario. Slate may expand or restrict provincial availability at any time.
3.6 Account Registration
To access the Platform, you must:
- Complete the registration process
- Provide accurate, current, and complete information
- Maintain and promptly update your account information
- Keep your password secure and confidential
- Notify us immediately of any unauthorized access or security breach
3.7 Account Responsibility
You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to protect your account credentials. You agree to notify us immediately at admin@tryslatehq.com if you suspect unauthorized use of your account.
4. ACCEPTABLE USE POLICY
4.1 Permitted Use
You may use the Platform only for lawful business purposes in accordance with these Terms.
4.2 Prohibited Activities
You agree NOT to:
- Violate any applicable laws, regulations, or third-party rights
- Use the Platform for fraudulent, illegal, or unauthorized purposes
- Transmit viruses, malware, or other harmful code
- Attempt to gain unauthorized access to our systems, networks, or data
- Interfere with, disrupt, or compromise the Platform's security or performance
- Reverse engineer, decompile, disassemble, or attempt to discover the Platform's source code
- Scrape, harvest, or collect data or user information without authorization
- Use automated systems (bots, scrapers) without our written permission
- Impersonate any person or entity or misrepresent your affiliation
- Resell, sublicense, or redistribute the Platform without authorization
- Remove, alter, or obscure any proprietary notices or labels
- Use the Platform in any manner that could damage our reputation or business
4.3 Consequences of Violation
We reserve the right to suspend or terminate your account and access to the Platform immediately and without notice if you violate these Terms or engage in any prohibited activities.
5. FEES AND PAYMENT
5.1 Platform Fees
Use of the Platform is subject to fees as follows:
- Subscription Fees: Monthly or annual SaaS subscription fees for platform access
- Transaction Fees: Per-transaction or percentage-based fees for transactions processed through the Platform
- Integration Fees: One-time setup and integration fees
- Premium Services: Additional fees for advanced features, custom integrations, or premium support
5.2 Payment Terms
- All fees are disclosed in your service agreement or pricing schedule
- Fees are payable in advance unless otherwise agreed in writing
- You authorize us to charge your designated payment method
- All amounts are in Canadian Dollars (CAD) unless otherwise specified
- Fees are exclusive of applicable taxes, which you are responsible for paying
5.3 Late Payment
Late payments may incur interest at a rate of 1.5% per month (or the maximum permitted by law, whichever is lower). We may suspend your access to the Platform for non-payment.
5.4 Refunds
All fees are non-refundable except as required by law or as expressly stated in your service agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Slate's Property
The Platform and all related content, features, functionality, software, algorithms, designs, text, graphics, logos, trademarks, and other materials are owned by Slate and protected by copyright, trademark, patent, trade secret, and other intellectual property laws.
6.2 License Grant
Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the term of your agreement.
6.3 User Data
You retain ownership of User Data you submit to the Platform. By submitting User Data, you grant us a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit User Data solely to provide and improve the Platform and as described in our Privacy Policy.
6.4 Feedback
If you provide feedback, suggestions, or ideas about the Platform, we may use them without any obligation to compensate you. You hereby assign all rights in such feedback to Slate.
7. DATA PROTECTION AND PRIVACY
Your use of the Platform is also governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Platform, you consent to our collection, use, and disclosure of information as described in the Privacy Policy.
7.1 Data Security
We implement industry-standard security measures to protect User Data. However, no system is completely secure. You acknowledge that you provide User Data at your own risk.
7.2 Compliance
You are responsible for ensuring your use of the Platform complies with applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial privacy legislation.
8. API USAGE AND INTEGRATION
8.1 API License
If you use our API, we grant you a limited license to access and use the API in accordance with the Documentation and these Terms.
8.2 API Restrictions
- You must comply with rate limits and usage restrictions specified in the Documentation
- You may not use the API in a manner that exceeds reasonable request volume
- You must implement appropriate error handling and security measures
- You may not cache or store data beyond what is reasonably necessary
8.3 API Changes
We may modify, update, or discontinue the API at any time. We will provide reasonable notice of material changes when possible, but are not obligated to maintain backward compatibility.
9. THIRD-PARTY SERVICES
The Platform may integrate with or contain links to third-party services, including Capital Providers and payment processors. These third parties are independent entities, and we are not responsible for their products, services, or practices. Your use of third-party services is subject to their own terms and policies.
We do not endorse, warrant, or assume any liability for third-party services. Any transactions, agreements, or relationships between you and third parties are solely between you and those third parties.
10. DISCLAIMERS AND WARRANTIES
10.1 AS-IS Basis
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
- Warranties regarding accuracy, reliability, or completeness of content or data
- Warranties that the Platform will be uninterrupted, secure, or error-free
- Warranties regarding results obtained from using the Platform
10.2 No Financial Advice
Slate does not provide financial, legal, tax, or investment advice. The Platform's tools and information are for business financing purposes only. You should consult qualified professionals before making financial decisions.
10.3 Technology Limitations
We do not guarantee that the Platform will meet your specific requirements or that the operation of the Platform will be error-free. You acknowledge that software may contain bugs, errors, or other limitations.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
IN NO EVENT SHALL SLATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.
OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SLATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) CAD $100.
THESE LIMITATIONS APPLY EVEN IF SLATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Slate and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use or misuse of the Platform
- Your violation of these Terms
- Your violation of any applicable laws or regulations
- Your violation of any third-party rights
- Any User Data you submit to the Platform
- Any negligent or willful misconduct by you
13. TERM AND TERMINATION
13.1 Term
These Terms commence when you first access the Platform and continue until terminated as provided herein.
13.2 Termination by You
You may terminate your account at any time by providing written notice to admin@tryslatehq.com or through the Platform's account settings. Termination does not relieve you of any payment obligations for services rendered prior to termination.
13.3 Termination by Us
We may suspend or terminate your access immediately if:
- You violate these Terms
- You fail to pay fees when due
- Your use poses security or legal risks
- We are required to do so by law
- We discontinue the Platform (with reasonable notice)
13.4 Effect of Termination
Upon termination:
- Your right to access and use the Platform immediately ceases
- We may delete your account and User Data after a reasonable retention period
- Sections that by their nature should survive will remain in effect
- You remain liable for all fees and charges incurred prior to termination
14. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of the other party's Confidential Information and use it only for purposes of performing under these Terms. This obligation does not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was rightfully known to the receiving party prior to disclosure
- Is independently developed by the receiving party
- Is rightfully obtained from a third party without breach of confidentiality obligations
- Must be disclosed pursuant to law or court order (with notice to the disclosing party)
15. MODIFICATIONS TO TERMS
We reserve the right to modify these Terms at any time. We will provide notice of material changes by:
- Posting the updated Terms on our website
- Updating the "Last Updated" date at the top of these Terms
- Sending notice to your registered email address (for material changes)
Your continued use of the Platform after changes become effective constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1 Governing Law
These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.
16.2 Jurisdiction
You agree to submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia for resolution of any disputes.
16.3 Informal Resolution
Before filing any formal dispute, you agree to contact us at admin@tryslatehq.com and attempt to resolve the matter informally for at least 30 days.
16.4 Class Action Waiver
To the extent permitted by law, you agree to bring claims only in your individual capacity and not as part of any class, collective, or representative action or proceeding.
17. REGULATORY INFORMATION AND DISCLOSURES
17.1 Corporate Information
Slate Financial Technologies Inc. is a corporation incorporated under the laws of British Columbia, Canada.
- BC Incorporation Number: BC1555098
- Registered Office: 1322 West Broadway St Unit 1006, Vancouver, BC V6H 1H2
- Extra-Provincial Registrations: Alberta, Ontario
17.2 Merchant Cash Advance Disclosure
Merchant Cash Advances are structured as purchases of future receivables and are not loans. MCAs involve the sale of a portion of a Merchant's future receivables to Slate in exchange for an upfront payment. The purchased amount, purchase price, and remittance terms will be clearly disclosed in the Merchant Cash Advance Agreement prior to execution.
17.3 Anti-Money Laundering Compliance
Slate maintains an Anti-Money Laundering (AML) and Anti-Terrorist Financing (ATF) compliance program in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and its regulations. As part of our compliance obligations:
(a) We conduct identity verification on all Merchants and their authorized representatives;
(b) We monitor transactions for suspicious activity and report as required to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC);
(c) We maintain records of all transactions and client identification for the periods prescribed by law;
(d) We conduct ongoing due diligence and periodic reviews of business relationships.
You agree to cooperate with our AML/ATF compliance procedures, including providing requested identification documents and information about beneficial owners.
17.4 Payment Processing
Slate uses third-party payment processors to facilitate the disbursement and collection of funds related to Merchant Cash Advances. By using the Platform and accepting MCAs, you authorize Slate and its payment processing partners to:
(a) Initiate electronic funds transfers (EFT) to your designated Canadian business bank account for disbursement of MCA proceeds;
(b) Initiate pre-authorized debits (PAD) from your designated Canadian business bank account for remittance of MCA purchased amounts;
(c) Verify your bank account information with your financial institution.
All EFT and PAD transactions are processed in accordance with Payments Canada rules and applicable regulations.
17.5 Privacy and Data Protection
Slate collects, uses, and discloses personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. See our Privacy Policy for details.
18. GENERAL PROVISIONS
18.1 Entire Agreement
These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Slate regarding the Platform and supersede all prior agreements and understandings.
18.2 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
18.3 Waiver
Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Slate.
18.4 Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.
18.5 Force Majeure
We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.
18.6 No Agency
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Slate.
18.7 Language
These Terms may be translated into other languages for convenience. In the event of any conflict between the English version and any translation, the English version shall prevail.
18.8 Notices
Notices to you may be sent to the email address associated with your account and will be deemed received 24 hours after sending. Notices to us should be sent to:
Slate Financial Technologies Inc.1322 West Broadway St Unit 1006Vancouver, BC V6H 1H2Canada
Email: admin@tryslatehq.com
18.9 Export Control
You agree to comply with all applicable export control laws and regulations. You may not use or export the Platform in violation of Canadian or international export laws.
18.10 Complaints and Inquiries
If you have a complaint or inquiry regarding Merchant Cash Advances or Slate's services, please contact:
Slate Financial Technologies Inc.Attention: Compliance Officer1322 West Broadway St Unit 1006Vancouver, BC V6H 1H2
Email: admin@tryslatehq.comPhone: (778) 653-9468
We will acknowledge receipt of your complaint within five (5) business days and provide a substantive response within thirty (30) business days.
ACKNOWLEDGMENT
BY ACCESSING OR USING THE SLATE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.