Asset Securitization Programs
Canadian Pacer Auto Receivables Trust (CPART)
Terms of Access
- BEFORE ENTERING THIS SITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS SITE, AND ACKNOWLEDGE YOUR AGREEMENT OF THEM. IF YOU AGREE TO THE TERMS, CLICK "I AGREE" AT THE END OF THIS PAGE TO ENTER THIS SITE. IF YOU CLICK "I DO NOT AGREE" YOU WILL NOT BE ABLE TO ACCESS THIS SITE.
- You (the User) acknowledge and agree to the Terms and Conditions of access to the Site (the Terms and Conditions) and agree not to undertake any act or omission that would constitute a breach of these Terms and Conditions.
- Access to and use of this site (the Site) is conditional upon agreement to and compliance with these Terms and Conditions.
- 1. Content and purpose
- The Site has been created to present certain selected information (the Information), and to allow access to certain transaction documents, relating to Bank of Montreal’s (B M O) Canadian Pacer Auto Receivables Trust Program (the Program).
- 2. Access to and use of the Site
- 2.1 Nothing in the Site shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any security referred to on this Site (Security). There shall be no sale of any Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to qualification under the securities laws of such state or jurisdiction. Any products or services mentioned herein shall only be available subject to local legal and regulatory requirements.
- 2.2 Providing access to material on the Site may be restricted by local law in jurisdictions other than Canada and the United States and failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Persons accessing the Site should inform themselves about, and observe any such restrictions.
- 2.3 The Information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation (securities or otherwise) and is provided on the basis of your acceptance of these Terms and Conditions. The User may not use the Information in a manner that may violate any securities laws, including, without limitation, in connection with any trading of any securities described or referred to in such Information. No Information is, or is to be construed as an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdiction in which such offer or invitation is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.
- 2.4 Nothing in the Site constitutes an offer of securities for sale in the United States. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (the Securities Act). The Securities have not been, and it is not intended that the Securities will be, registered under the Securities Act of 1933, as amended (the Securities Act) or any U.S. state securities laws. You may neither access this Site nor trade in the Securities unless you are either (a) not a 'U.S. person' (as that term is defined in Regulation S under the Securities Act) and are not in the United States (as that term is defined in Regulation S under the Securities Act) or (b) a 'qualified institutional buyer' (as that term is defined in Rule 144A under the Securities Act).
- 2.5 The User will use the Site solely for its own internal use in accordance with these Terms and Conditions. The materials on the Site are intended for use by authorised Users only and may not be published, copied or distributed to any other person without obtaining the prior written consent of B M O in each specific instance.
- 2.6 The User confirms that it will comply with all applicable laws and obligations in force in any jurisdiction which is applicable to it at any time in relation to the Information and that it will obtain any consent, approval or permission required for such purposes under such laws or regulations. By accessing the Site, the User confirms that the Information may be lawfully accessed by it in accordance with the laws and regulations of the applicable jurisdictions.
- 2.7 The User will not engage in any activities related to the Site that are contrary to applicable law or regulation or the terms of any agreements between the User and B M O.
- 2.8 Unauthorised use of the Site including but not limited to unauthorised entry into B M O’s or its third party data providers’ systems, or misuse of any Information posted to the Site, is strictly prohibited.
- 2.9 The Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
- 2.10 The User should read all of the offering materials, including the offering memorandum, related to an offering of Securities before it purchases any such Securities. Prospective investors should consult their own financial and legal advisors about risks associated with investment in a particular issue of Securities and the suitability of investing in such Securities in light of their particular circumstances.
- 3. Acknowledgements and
disclaimers
By accessing the Site, the User acknowledges, confirms and agrees to the following:
(a) Restrictions to Information. (i) it is not a U.S. person (as that term is defined in Regulation S under the Securities Act") and not located in the United States; or (ii) it is a qualified institutional buyer (as defined in Rule 144A of the Securities Act).
(b) No duty to update or correct materials. None of B M O, any issuer of securities mentioned on the Site, or their respective affiliates, or any other party has any duty to maintain or update any materials available on the Site. Historic performance information with regard to any security is no indication of its future performance and should not be relied on when making an investment decision.
(c) Changes to the Site. B M O or its third party data providers may remove or make changes to the materials available on the Site or discontinue the Site at any time.
(d) B M O positions. B M O may have its own interests in relation to the issuers or any affiliates of the issuers of Securities or transactions mentioned on the Site.
(e) Disclaimer of advice. The materials available on the Site have no regard to the specific investment objectives, financial situation or particular needs of any User. Except as otherwise expressly stated, the Site does not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Users should consult with their own advisors regarding an investment in any Securities.
(f) Offering documents. Any final offering memoranda or other offering materials posted on the Site are provided solely for your convenience to generally describe the terms of the transaction described therein and does not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any Securities or other security. You should not assume that the information contained or incorporated by reference in any Information is accurate as of any date other than the respective date set forth therein. No Information may be distributed (whether in whole or in part) to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
(g) Click through. Any acknowledgment, agreement or other type of click through button on the Site that is selected to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that has been manually signed and delivered. - 4. Limitation of Liability
- 4.1 The Site (and the materials contained herein) may contain forward-looking statements. All such statements are made pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may involve, but are not limited to, statements contained in this Site regarding B M O, an issuer of Securities and/or their respective affiliates, and the future performance thereof. By their nature, forward-looking statements require certain assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that such assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections. The forward-looking information contained in materials on this Site is presented for your benefit and for your internal informational use only and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on its forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which B M O operates; weak, volatile or illiquid capital and/or credit markets; interest rate and currency value fluctuations; changes in monetary, fiscal, tax or economic policy; the level of competition in the geographic and business areas in which B M O operates; changes in laws or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance and the effect of such changes on funding costs; judicial or regulatory proceedings; the accuracy and completeness of the information B M O obtains with respect to its customers and counterparties; B M O’s ability to execute its strategic plans and to complete and integrate acquisitions, including obtaining regulatory approvals; critical accounting estimates and the effect of changes to accounting standards, rules and interpretations on these estimates; operational and infrastructure risks; changes in B M O’s credit ratings; political conditions, including changes relating to or affecting economic or trade matters; global capital markets activities; the possible effects on B M O’s business of war or terrorist activities; outbreaks of disease or illness that affects local, national or international economies; natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply; technological changes; information and cyber-security; and B M O’s ability to anticipate and effectively manage risks arising from all of the foregoing factors. Readers are cautioned that the foregoing list is not exhaustive of all possible factors. Other factors and risks could adversely affect B M O’s and an issuer’s results. For more information, you should review the discussion contained in B M O’s most recent annual report which outlines certain key factors and risks that may affect B M O’s future results. Investors and others (including authorized Users) should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. None of B M O, an issuer of Securities, nor any other person undertakes to update any forward-looking statements, whether written or oral, that may be made from time to time by the organization or on its behalf, except as required by law.
- 4.2 No representation or warranty, express or implied, is or will be made in relation to, the accuracy and completeness of the information on this Site. None of B M O, any issuer of securities mentioned on the Site, or their respective affiliates, or its third party data providers are responsible for any errors in or omissions from the Information contained in or accessed through the Site (including all information, tools and materials contained on the Site). Except as may be otherwise expressly provided by written agreement between B M O and the User, none of B M O, any issuer of securities mentioned on the Site, or their respective affiliates, will have tort, contract or any other liability to the User or any third party for any loss or damage arising in connection with the use of the Site, or reliance on any information or services provided at this Site.
- 4.3 None of B M O, any issuer of securities mentioned on the Site, or their respective affiliates, will be liable to the User or any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if B M O, such issuer of securities, or such respective affiliate has been advised of the possibility of such damages.
- 5. Governing Law.
- 5.1 These Terms and Conditions will be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.
- 5.2 The courts of the Province of Ontario will have jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions.
I acknowledge and confirm that I have read, understand and accept the above terms and conditions.