Terms and conditions of use
Please read these terms and conditions of use as set out below (the “Terms”) carefully before using the fundscraper.com web site and the Fundscraper services offered therein (such Fundscraper services, collectively with the web site, the “Site”). These Terms govern your access to and use of this Site, including the messages, information, data, text, software, images and other content that make up this site (the “Content,” which content is part of this Site). These Terms exempt Fundscraper Capital Inc. (“Fundscraper,” “we,” or “us”) and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of this Site.
If you do not agree to abide by these Terms, you cannot use this Site. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically. You also agree that any transactions through this Site shall be conducted electronically. You may also be subject to additional terms and conditions applicable to certain services, including the Fundscraper mobile application, which are incorporated by reference into these Terms.
We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we exercise this right such changes will be effective as of the date the changes to these Terms are posted to this Site, and the “Last Update” notice at the top of this document shall be amended to reflect the date of such changes. It is your responsibility to check these Terms each time you access this Site to determine whether any changes have been made. If any change to these Terms is not acceptable to you, you must discontinue your use of this Site immediately. Your continued use of this Site after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use of this Site and do not alter the terms or conditions of any other agreement you may have with us.
We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Site, including: (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, this Site; (ii) removing, adding, modifying or otherwise changing any fees or charges arising out of use of this Site or any features of this Site; and (iii) removing, adding, modifying or otherwise changing any Content on this Site. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of this Site at any time without notice.
You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time you register with us.
2. Limited Licenses
Subject to these terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to use this Site solely for your own personal use. Other than as otherwise agreed by us in writing, you may not use access or use the Site for the purposes of resale or to provide services to third parties.
You may not, nor may you cause or assist another to: (a) modify, reverse engineer, decompile, create derivative works from, or disassemble this Site for any reason whatsoever, including for the purpose of creating competitive products or services; (b) resell any Content; (c) copy any Content onto your own or any other web site or into a database or mobile application; (d) use this Site in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Site or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through this Site (including without limitation uploading, posting or otherwise transmitting on this Site any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of this ite); (e) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Site or the Content in whole or in part; (f) use this Site in any manner that may dilute or depreciate our name or reputation, our Marks (as defined below) or our affiliates or associates; (g) interfere with any other persons’ use and enjoyment of this Site or of the Internet generally, including by harvesting or collecting information about other users of the Site; (h) send unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (including solicitation for the purposes of any transaction) or otherwise contact any other user of this Site; or (i) use the Site if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using our Site or from investing in an Offering;
Fundscraper may investigate your actions involving violations of applicable laws and regulations, and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of this Site (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.
3. Membership and Accounts
To use the Site, you must register for an account by providing us with your real name, password, mailing address, valid email address, and certain other information relating to your eligibility under applicable securities laws (including information we require to verify your identity, jurisdiction of residence and your financial condition). You agree that we will rely on this information in providing you with access to the Site and any particular Offering (as defined in Section 4). You must provide complete and accurate information to us and notify us promptly if your information changes. You acknowledge and agree that we may obtain your credit report from any credit-reporting agency in order to verify your financial standing. If you register as a corporate entity, you agree to provide us with copies of your constating documents, shareholder information and register, and such other documentation as we may request.
You may not share your login information or password with any other person. You are responsible for all activity occurring under your user account and shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Site, including those related to data privacy, international communications and the transmission of technical or personal information. You shall: (A) notify us immediately of any unauthorized use of any password or user account or any other known or suspected breach of security; and (B) not impersonate another person or provide false identity information to gain access to or use the Site. Without limitation, we may immediately remove or suspend any user account that falls, or is suspected of falling, under the scope of the foregoing paragraphs (A) or (B).
If you become aware of an unauthorized access to your account, you must change your password and notify us immediately. You agree to notify us promptly of any unauthorized use of your password and you will remain liable for any use of this Site to the extent permitted by law.
You must not use this Site in any manner that is unlawful (including by accessing this Site from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others. You agree that you shall not make fake or dishonest offers to participate in an Offering or otherwise act dishonestly in participating in an Offering.
You are solely responsible for complying with all applicable laws with respect to any transaction you conduct through the Site, including ensuring that you comply with the relevant exemption under the securities laws of your jurisdiction, and whether any investment complies with such laws.
You represent that you are an accredited investor or eligible investor as such terms are defined in in National Instrument 45-106 of the Canadian Securities Administrators. You possess sufficient knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of investment in an Offering (as defined below), are able to incur a complete loss of such investment without impairing your financial condition and are able to bear the economic risk of such investment for an indefinite period of time.
Fundscraper makes certain speculative investment offerings available on this Site (“Offerings”), and these Offerings are only suitable for sophisticated users who are familiar with and willing to accept the high risk associated with these type of investments. In order to invest through this Site, users must have high risk tolerance, low liquidity concerns and be comfortable with making long-term commitments. Users of this Site must be able to afford to lose their entire investment. Offerings have not been reviewed or approved in any way by a securities regulatory authority or regulator.
Fundscraper conducts certain due diligence on issuers who list Offerings for investment through the Site (“Issuers”) as required by applicable law. However, Fundscraper does not guarantee the performance of any Offering. The accuracy of any information in respect of an Offering is solely the responsibility of the applicable Issuer, and you must proceed directly against such Issuer in the event of any claim you may have about an Offering.
Any information provided by Fundscraper is not intended to provide legal, securities, accounting or tax advice and should not be relied upon in that respect. You should not act or rely on any information on the Site without seeking the advice of a professional. This Site and any information provided in respect of an Offering is neither an offer to sell nor a solicitation of an offer to purchase any security or investment in an Offering.
You may receive limited ongoing information about an Issuer or an investment made in respect of an Offering.
Fundscraper’s listing of an Offering and any commentary provided by Fundscraper in respect of same are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security.
All information (whether in written, visual, oral or any other form) you receive from Fundscraper in respect of an Offering is confidential (“Confidential Information”). You agree to use any Confidential Information solely for the purpose of considering and/or completing an investment through the Site, and not for any other purpose, including for any third party’s benefit. You agree to keep strictly confidential and not to disclose to or disseminate any of the Confidential Information to anyone without the express written consent of the Issuer except that you may disclose the Confidential Information to your employees, advisors and capital providers who are required to have the information in order to evaluate or engage in discussions regarding an Offering but only after such persons have agreed in writing to confidentiality obligations at least as restrictive as the ones set forth in these Terms. You must ensure that those persons comply with the obligations imposed on you under these Terms and you agree to be liable for any such person’s failure to abide by these restrictions.
Any fees or expenses payable in connection with an Offering will be set out in the informational documents provided in respect of such Offering. It is your responsibility to carefully review such documents, and by participating in Offering you agree that, if any fees or charges are payable by you, you are responsible for and agree to pay promptly, all such fees and charges, including applicable taxes.
6. Intellectual Property and Proprietary Rights
This Site is protected by Canadian copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of this Site (including any element of the Content) by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of this Site and to prevent any unauthorized copying, redistribution, reproduction or modification of this Site or any of the Content.
Certain names, graphics, logos, icons, designs, words, titles and phrases on this Site, including without limitation “Fundscraper,” constitute trade-marks, trade names, trade dress and associated products and services of Fundscraper or its affiliates (the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of Fundscraper suppliers or other third parties (the “Third Party Marks”) and are protected in Canada and internationally and their display on this Site does not convey or create any licence or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of Fundscraper or such third party, as applicable, is strictly prohibited.
Users of this Site may be permitted to create, submit, or share certain information through this Site (“Posts”).
However, by posting, uploading, or sharing any Post, you grant us a non-exclusive, sub-licensable, royalty-free, worldwide, and perpetual license to access, use, host, store, reproduce, modify, create derivative works, communicate, transmit, publish, publicly perform, publicly display and distribute your Post in our sole discretion. This licence continues even if you stop using the Site.
In submitting any Posts, you agree that you are solely responsible for your Posts, and that you will comply with all laws that apply or may apply to your use of or activities on this Site. Fundscraper may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. You also agree not to post any Posts that are illegal or otherwise are in breach of these Terms, including where the Posts (1) disclose any private or personal information about any person without that person’s permission; or (2) infringe the intellectual property rights of any person.
Comments or opinions expressed in each Post are those of their respective contributors, and do not represent the views of Fundscraper. Fundscraper has no obligation to screen or censor any of the Posts, although as described above Fundscraper reserves the right to do so from time to time. As a result, Fundscraper has no control over, and disclaims any responsibility and liability for, the content, truth, accuracy, or completeness of any Post, or the quality, safety or legality of the subject of the Post. Each person making a Post is solely responsible for the form, content and accuracy of such Post. In addition, because user authentication on the Internet is difficult, Fundscraper cannot and does not confirm that each user is who they claim to be. As a result, you acknowledge there may be, and you assume all, risks associated with dealing with other users with whom you come in contact through this Site and Service, including without limitation risk of harm in dealing with strangers, foreign nationals, underage persons or people acting under false pretenses.
7. Linked Sites
Certain links on this Site may take you to other web sites that are not owned or operated by Fundscraper. Fundscraper provides these links only as a convenience. Fundscraper is not responsible for the content of any such linked web sites. Fundscraper makes no representation or warranty regarding, and does not endorse, such linked web sites, the information or other content appearing thereon or any of the products or services available on or through such web sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. We welcome you to link to this Site. However, you agree that if you link to this Site your website shall not (a) alter the visual presentation of this Site; (b) imply that Fundscraper is endorsing you or any other person, or your or such other person’s products or services; (c) imply an affiliation between you or any other person, or your or such other person’s products or services, and Fundscraper without the prior written consent of Fundscraper; (d) misrepresent the relationship of you or any other person with Fundscraper or present false, misleading or otherwise damaging information or impressions about Fundscraper or any of its products or services; or (e) contain materials that may be illegal or interpreted as distasteful, harmful, offensive, or inaccurate.
8. Privacy Statement
When you use our mobile applications or interact with this Site, you agree that information about you and your use of this Site, including but not limited to, the type of device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing plugins that load in your browser may be communicated to us.
9. User Communications
Any non-identifiable information gathered by us through your use of this Site may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of this Site. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.
10. User Submissions (solicited and unsolicited)
Subject to any applicable law and the requirements of our Privacy Statement:
We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions“) to us.
Any communications sent by you to us via this Site or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of Fundscraper and its affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with such communication.
We are not obliged to monitor, screen, police or edit your use of this Site, including any content you or others may contribute to this Site, although we may choose to do so in our sole discretion. We will respond as we consider appropriate, in our sole discretion, if we become aware of any inappropriate uses of this Site, including without limitation use that constitute copyright infringement.
We make no representation or warranty and there are no conditions of any kind regarding this Site, the Content or any Offering, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, or completeness of the Content or any Offering, including that they are appropriate or available for use at any locations outside Canada. You are advised that accessing or using this Site from locations where its contents are illegal is prohibited. If you access this Site from locations other than Canada, then you do so on your own initiative and you are solely responsible for compliance with all applicable laws, including securities laws and regulations, and intellectual property laws of other countries.
You acknowledge and agree that this Site (including without limitation the Content or information provided in respect of the Offerings) are provided on an “AS IS” and “AS AVAILABLE” basis and that any use of or reliance on this Site shall be at your sole risk.
The Content is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. We are not liable or responsible for any reliance placed on such information by you or anyone who you may inform of any of its contents.
FUNDSCRAPER AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THIS SITE (INCLUDING THE CONTENT AND DOCUMENTATION RELATING TO AN OFFERING). FOR GREATER CERTAINTY, FUNDSCRAPER DOES NOT WARRANT THAT THIS SITE WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE, (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, OR (vi) BE ERROR-FREE.
12. Limitation of Liability
YOU AGREE THAT IN NO EVENT WILL FUNDSCRAPER OR ANY OF ITS AFFILIATES OR RELATED ENTITIES OR THEIR RESPECTIVE TRUSTEES, CONSTITUENT PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “FUNDSCRAPER REPRESENTATIVES”) HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THIS SITE, THE CONTENT, OR THE OFFERINGS FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS SITE, THE CONTENT, THE OFFERINGS OR ANY CONTENT OF ANY LINKED WEB SITE, OR FAILURE OF SUCH WEB SITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEB SITES OR CONTENT OR THE OFFERINGS, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEB SITES), EVEN IF WE OR ANY FUNDSCRAPER REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.
YOU ACKNOWLEDGE THAT FUNDSCRAPER ACTS AS TRUSTEE FOR THE FUNDSCRAPER REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF A FUNDSCRAPER REPRESENTATIVE. FUNDSCRAPER AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH FUNDSCRAPER REPRESENTATIVE.
You will indemnify and hold us and the Fundscraper Representatives (the “indemnified parties”) harmless from and against any claims brought by third parties arising out of your use of this Site, and any breach of these Terms by you, including any use of the Site other than as expressly authorized in these Terms. You agree that the indemnified parties will have no liability in connection with any such breach or unauthorized use or modification, and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the indemnified parties in connection therewith.
14. Choice of law
You agree that all matters relating to the access to, or use of, this Site shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.
Any dispute between us and you or any other person arising from, in connection with or relating to this Site, these Terms, any transaction through this Site or any related matters must be resolved before the Courts of the Province of Ontario, Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.
15. Termination of Use
If you breach any provision of these Terms, then you may no longer use this Site. We, in our sole and arbitrary discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole and arbitrary discretion, terminate or suspend your account with or without notice to you.
These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and Fundscraper agree to a written agreement and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by Fundscraper.
The provisions of these Terms will enure to the benefit of and be binding upon you and Fundscraper and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.
All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at email@example.com. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through this Site to inform you of changes to this Site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
The parties have required that this agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.