Rights Granted and Restrictions on Use
TSX Private Markets grants to you a limited, non-exclusive, non-transferable license to view and print the material on the Website. All copies that you make must retain all copyright and other notices that are on the Website. You may not use, distribute, sell, modify, transmit, revise, reverse engineer, republish, post or create derivative works (where applicable) of the trade-marks, trade names, logos, design, layout, information, data, software, applications, interactive features, tools, services or other information, material or content on or made available through the Website (referred to collectively, as the "Content" of the Website) without TSX Private Markets’ prior written permission (except in respect of Content owned and provided to TSX Private Markets by you). You acknowledge and agree that, except in respect of Content owned and provided to TSX Private Markets by you, the Website and its Content are, as between you and TSX Private Markets, the property of TSX Private Markets, and you will not acquire any rights or licenses in any trade-marks, patents, copyright or other intellectual property on the Website or in its Content. The Website and its Content are protected by copyright, both individually and as a collective work or compilation and by trade-mark law, patent law and any other applicable laws.
You authorize TSX Private Markets to use, at no cost, any Registration Information (defined below) or other content or information you provide in connection with the Website for the purpose of providing the Website and related services and researching and improving the Website.
You agree that you will not access or use the Website in the following manner or any other unlawful manner or for other unauthorized purposes. Without limiting the foregoing, you agree that you will not:
- -execute a transaction outside of the Website with a counter-party to the transaction that was found on the Website;
- -use any automated data gathering or extraction software or other tools to access, copy or monitor the Content or the Website;
- -Submit or transmit any information, materials or files which contains any harmful code or disabling mechanism designed to or which has the effect of interfering with the proper working of the Website;
-interfere with other users’ use of the Website, including, without limitation, any act that adversely affects other user’s access to or experience on the Website; or
- -reverse-engineer any of the software forming part of the Website.
Registration and Personal Information
To access certain content on the Website and in order to use the Website, you must register by providing your email address and password, together with any other contact information and other information requested or required for your Website account at the time of registration (“Registration Information”). You represent and warrant that the information you provide to TSX Private Markets upon registration and at all other times will be true, accurate, current, and complete. If you do not keep such information up to date, your use of or ability to access and use the Website may be affected. You may not permit others to use your Registration Information, including in order to gain access to the Website. If you become aware of any unauthorized use of your Registration Information, you must immediately notify TSX Private Markets.
If you are a User representing a company that has entered into a Posting Agreement with TSX Private Markets, then you may be required to submit certain information related to your company ( “Company Information”) through the Website. TSX Private Markets will handle such Company Information in accordance with the applicable Posting Agreement.
You are solely responsible for all Company Information, Registration Information and any other information (“User Information”) that you submit through the Website. By submitting User Information through the Website, you represent that you have all required rights to such User Information. You may not submit User Information in violation of any laws, including without limitation, submitting User Information which is libelous, defamatory, violates applicable privacy laws, or that is otherwise inappropriate. You may not post or transmit any User Information that would violate the rights of others, including without limitation, unauthorized or infringing use of copyrighted materials, trade secrets or other confidential or proprietary information.
The Content made available through the Website is for informational purpose only. TSX Private Markets, operated by Shorcan Brokers Limited, does not endorse or comment on the Content posted or otherwise provided through the Website. Your continued use of this Website will be deemed your acceptance of your responsibility for the use of the Content. This Website is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any security. None of the Content displayed on, downloadable from or provided through the Website represents an offer to buy or sell or a solicitation of an offer to buy or sell any security, nor does it constitute an offer to provide investment advice or service. TSX Private Markets does not (1) advise any person on the merits or advisability of a particular investment or transaction, (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax or transactional advisory services.
Only a select category of “permitted clients”, as such term is defined in section 1.1 of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) , may register (subject to approval by TSX Private Markets) to access specific Content.Such Content is intended solely for the use of such permitted clients.
No securities regulatory authority has approved or expressed an opinion about the securities posted on the Website.Neither Toronto Stock Exchange, the TSX Venture Stock Exchange, Shorcan, its Service Providers nor any of their respective affiliates, officers, directors, employees, agents or licensors: (a) has passed on the merit of any of the securities referred to on or through the Website or any linked website; or (b) has endorsed or sponsored any of these securities; or (c) makes or has made any recommendation regarding any securities issued by any of the companies identified on or through or linked to the Website, nor the advisability of investing in securities generally for any particular individual. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC SECURITY, OPINION, ADVICE OR OTHER CONTENT.
All prices referenced on the Website are subject to change without notice. The information on the Website is not intended to be used as the primary basis of investment decisions, and because of individual client objectives, should not be used or construed as advice designed to meet the particular investment needs of any investor.
TSX Private Markets makes no representation or warranty, express or implied, with respect to the Content. TSX Private Markets takes no responsibility for any errors and omissions contained on the Website and accepts no liability whatsoever for any loss arising from any use of, or reliance on, theWebsite. Content may be available to TSX Private Markets or its affiliates that is not reflected on this Website.
A permitted client who is a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer should not soleyrely on the Content found on the Website to fulfill any Know Your Product or Suitability obligations under NI 31-103 that such permitted client may have in connection with an investment in Posted Companies.
Investing in Posted Companies has SIGNIFICANT RISK. You should invest in Posted Companies only if you are prepared NOT TO RECEIVE ANY RETURN ON YOUR INVESTMENT AND TO LOSE YOUR INVESTMENT IN ITS ENTIRETY.
There are SIGNIFICANT RISKS associated with the securities posted on the Website, including the potential for SEVERE ILLIQUIDITY (including that there may not be a public market for resale of such securities) and POTENTIAL VOLATILITY of the investment.
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OR PROVIDED THROUGH THE WEBSITE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. tsx private markets, its affiliates and their respective officers, directors, employees, agents, partners, licensors, and service providers (THE “RELEASED PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE. YOUEXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK.
THE RELEASED PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE CONTENT OF THE WEBSITE, WHETHER SUCH CONTENT IS PROVIDED BY THE RELEASED PARTIES, A POSTED COMPANY, APPROVED PARTICIPANT, A USER OF THE WEBSITE, INCLUDING A USER ON BEHALF OF A POSTED COMPANY OR APPROVED PARTICIPANT, AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THAT YOUR USE OF THE WEBSITE WILL ACHIEVE A PARTICULAR COMMERCIAL OUTCOME.
THE RELEASED PARTIES MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE WEBSITE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
THE RELEASED PARTIES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE CONTENT OR THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER RESULTING FROM THE USE OF OR INABILITY TO USE ANY CONTENT ON OR MADE AVAILABLE THROUGH THE WEBSITE (OR A WEBSITE LINKED TO THE WEBSITE), OR ANY OTHER CAUSE; AND EVEN IF CAUSED BY TSX PRIVATE MARKETS’ OR ITS AFFILIATE'S OR SERVICE PROVIDERS' NEGLIGENCE, AND EVEN IF ANY OF THEM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
You are not permitted to use any of the trade-marks displayed on the Website (including without limitation those listed below) without the prior written consent of TSX Private Markets or the third party that owns the trade-mark.
The following are trade-marks of TSX Inc.: TMX Design; TMX Group; TSX.
The following are trade-marks of Shorcan Brokers Limited: Shorcan; Shorcan Brokers; Shorcan Energy Brokers.
Unless you have a written agreement in effect with TSX Private Markets which states otherwise, you may only provide a hypertext link to the Website on another website, provided that (a) the link must be a text-only link clearly marked "TSX Private Markets" or "TSXprivatemarkets Home Page"; (b) the link must "point" to (i.e. link the user directly to) the URL http://www.tsxprivatemarkets.com (in the case of the TSX Private Markets Home Page) and not to other pages within the Website; (c) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with TSX Private Markets or its affiliates’ name and trade-marks; (d) the appearance, position and other aspects of the link may not create the false appearance that an entity is associated with or sponsored by TSX Private Markets or its affiliates; (e) the link, when activated by a user, must display the site full-screen and not within a "frame" on the linking website; and (f) TSX Private Markets reserves the right to revoke its consent to the link at any time in its sole discretion.
No links may be made to or from any of the Content provided by Service Providers without their prior written permission.
(a)any hearing in the course of the arbitration will be held in Toronto, Ontario in the English language;
(b)the number of arbitrators will be one;
(c)the arbitrator will be mutually agreed to by the Parties within three (3) business days following the referral of the Dispute to arbitration. The arbitrator will have substantial expertise in arbitrating commercial and contractual disputes, as well as experience with disputes involving information technology matters.If the Parties are unable to mutually agree upon an arbitrator, the arbitrator will be selected by a judge of the Superior Court of Justice of Ontario, on application by either Party to the arbitration.
(d)the provisions of s. 7(2) of the Arbitration Act (Ontario) are expressly excluded;
(e)subject to s. 46 of the Arbitration Act (Ontario), any award or determination of the arbitrator will be final and binding on the parties and there will be no appeal on any ground, including, for greater certainty, any appeal on a question of law, a question of fact, or a question of mixed fact and law;
(f)an arbitrator may apportion the costs of the arbitration, including the reasonable fees and disbursements of the Parties, between or among the Parties in such manner as the arbitrator considers reasonable, provided that an arbitrator will not award costs on a distributive basis;
(g)all awards for the payment of money will include prejudgment and postjudgment interest in accordance with sections 127 to 130 of the Courts of Justice Act (Ontario) with necessary modifications; and
(h)all matters in relation to the arbitration will be kept confidential to the full extent permitted by law, and no individual will be appointed as an arbitrator unless he or she agrees in writing to be bound by this dispute resolution provision.
The Website can be accessed from countries around the world other than Canada and may contain references to products, services, and programs that have not been announced in your country. These references do not imply that TSX Private Markets intends to announce such products, services or programs in your country. TSX Private Markets makes no representation that the Content on the Website is appropriate or available for use in other locations, and accessing the Website from territories where its content is illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative and their own risk and are responsible for compliance with local laws.