Securitized Term Auto Receivables Trust Program - Terms and Conditions of Access
PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS.
BY ACCESSING THIS WEBSITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCESS THIS WEBSITE OR ANY OF THE INFORMATION CONTAINED HEREIN.
Access to and use of this Website. The information and data contained herein is intended solely for your benefit and for your internal informational use only and may not be reproduced, disseminated or distributed in whole or in part at any time, in any manner or for any purpose, without obtaining the prior written consent of The Bank of Nova Scotia (BNS) in each specific instance. The distribution of material on this Website may be restricted by local law in certain jurisdictions and failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Persons accessing this Website should inform themselves about, and observe, any such restrictions.
You may not engage in any activities related to this Website that are contrary to any applicable law or regulation or the terms of any agreements between you and BNS. The Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
Neither this Website nor anything contained herein 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 Website (Securities). 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 or registration 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. Professional advice should be sought prior to any decision to invest in securities of Securitized Term Auto Receivables Trust 2016-1 and 2017-1 (Issuing Entities).
Nothing in the Website constitutes an offer of, or the solicitation of an offer to buy, 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 (Securities Act). The Securities have not been, and it is not intended that the Securities will be, registered under the Securities Act or any U.S. state securities laws. You may neither access this Website 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).
If you are a resident of the United Kingdom, you confirm that you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(A) to (D) of the Financial Services and Markets Act (Financial Promotion) Order 2005. If you do not satisfy either (i) or (ii) you should not access this Website.
You agree that you have not made and will not make any offer of Securities other than in accordance with applicable law and regulation.
You should read all of the offering materials, including any offering memorandum, related to an offering of Securities before you purchase any such Securities. Prospective investors should consult their own financial and legal advisors about risks associated with an investment in a particular issue of Securities and the suitability of investing in such Securities in light of their particular circumstances.
Forward-Looking Statements. Materials on this Website may contain forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation, relating to future performance or projections of, or to the effect of various circumstances on, the Issuing Entities, BNS, the Securities and other financial items. These forward-looking statements are not historical facts and represent only BNS’s and/or the Issuing Entities’ beliefs and expectations regarding future events, many of which are, by their nature, inherently uncertain and beyond the control of BNS and/or the Issuing Entities. The forward-looking information contained in materials on this Website is presented for your benefit and for your internal informational use only and may not be appropriate for other purposes. Forward-looking statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “would”, “expects”, “believes”, “anticipates”, “estimates”, “intends”, “projects”, “foresee”, “forecast”, “goal”, “plan” or other comparable words. Forward-looking statements contained in materials on this Website are subject to a variety of risks and uncertainties described in such documents and other factors that could cause actual results to differ materially from the projected results.
Any forward-looking statements contained in this Website are presented only as of the date indicated. None of BNS, the Issuing Entities or any other person undertakes to update any forward-looking statements that may be made from time to time by or on its behalf, except as required under applicable securities legislation.
Acknowledgements and Disclaimers
By accessing this Website and the information contained here, you acknowledge and agree to the following:
Regulation S/Rule 144A. 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).
No Duty to Update or Correct Materials. The materials included on this Website are historical in nature and only current and accurate as of the date of the materials. Neither BNS, the Issuing Entities, nor any other party has any duty to maintain or update any material on this Website, except as required under applicable securities legislation. Historic performance information is no indication of future performance.
Changes to Materials. BNS may remove or make changes to the materials available on this Website at any time without notice to or consent from any other party.
Offering Documents. Any offering memorandum or other offering materials (Offering Documents) posted on this Website 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 security. You should not assume that the information contained or incorporated by reference in any Offering Document is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein.
Offering Documents and other information contained in the Website may not 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.
BNS Positions. BNS may have its own interests in relation to the Issuing Entities or transactions mentioned on the Website.
Disclaimer of Advice. This Website does not purport to provide any financial, investment, tax, accounting or legal advice or recommendation.
Discontinuance and Disruption of Service. BNS may discontinue the Website at any time. Also, access to this Website may from time to time be unavailable, delayed, limited or slowed due to, among other things:
- hardware failure, including among other things, failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
- software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
- overload of system capacities;
- damage caused by severe weather, earthquakes, wars, insurrection, riots, terrorism, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
- interruption (whether partial or total) of power supplies or other utility of service;
- strike or other stoppage (whether partial or total) of labour;
- governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
- any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond our control.
If access to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and efficiently, you may be unable to retrieve information on a timely basis.
None of BNS, the Issuing Entities or any of their respective affiliates will be liable for any computer viruses or malicious code in this Website introduced into this Website by someone other than us or any other problems experienced by you due to causes beyond our control.
Click Through. Any acknowledgment, agreement or other type of click through button on the Website 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.
Unauthorized Use
Unauthorized use of this Website including but not limited to unauthorized entry into such entities' systems, or misuse of any information posted to the Website, is strictly prohibited.
Limitation of Liability
The material on this Website has no regard to the specific investment objectives, financial situation or particular needs of any recipient. The information is historical in nature and should not be relied on when making any investment decision.
None of BNS, the Issuing Entities, their respective affiliates, or any third party data providers are responsible for any errors in or omissions from the information contained in or accessed through the Website (including all information, tools and materials contained on the Website).
No liability whatsoever is or will be accepted by BNS, the Issuing Entities or their respective affiliates for any loss or damage howsoever arising from any use of this Website or its contents. Except as may be otherwise expressly provided by written agreement between you and BNS, none of BNS, the Issuing Entities, or any of their respective affiliates will have tort, contract or any other liability to you or any third party arising in connection with the use of this Website, or reliance on any information or services provided in this Website. None of BNS, the Issuing Entities, or any of their respective affiliates will under any circumstances be liable to you 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 BNS, the Issuing Entities, or any of their respective affiliates have been advised of the possibility of such loss or damages.
The parties agree that the limitations and exclusions set out in this clause are reasonable having regard to all the relevant circumstances and the levels of risk associated with each party's obligations under these Terms and Conditions.
Governing Law
These Terms and Conditions and any non-contractual obligations arising out of or in conjunction with this Website will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, and Ontario courts 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.
