The following terms and conditions (“Terms of Use”) constitute a legal agreement and are entered into by and between you (“you”) and TSX Inc., its affiliates, subsidiaries (collectively, “we”, “our” or “TMX”) and its Service Providers (as defined below). These Terms of Use govern your access to and use, including any content, functionality and services, offered on or though the InvestorX.ca system (the “System”).
By checking the “Accept the Terms of Use” box, or other electronic acceptance prompts on the System, you accept and agree to be bound and comply with these Terms of Use and TMX’s Privacy Policy found at www.tmx.com/privacy-policy, incorporated herein by reference. If you do not agree to be bound by any of the terms of these Terms of Use, including any updates, then you must not access or use the System.
TMX may, in its sole and absolute discretion, amend these Terms of Use from time to time without prior notice or liability to you nor to any other person. You will be prompted to review and accept all modified versions of these Terms of Use and such modified versions will apply immediately upon acceptance.
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Definitions
In these Terms of Use:
- “Service Providers” includes, but is not limited to, any licensors, suppliers, information providers or other third parties that provide, from time to time, any data, information, content, tool or feature for the purposes of this System; and
- “Information” means all information and other data accessible or provided via the System, including, but not limited to, market information, quotes, company information, charting, news, options, dividends, financial information and research data.
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Your Representations
By accepting these Terms of Use, you represent, warrant and covenant to TMX as follows:
- You have the power, capacity, and authority to accept and to enter into these Terms of Use;
- You will only share or submit information on the System that is true, accurate and not misleading, or in violation of any securities or other applicable law;
- You have all rights necessary to submit and share all information you submit on the System;
- You will not use any other person’s login information and not to permit any person to use your login information;
- You will not disable or bypass, or attempt to disable or bypass, any of the security features of the System;
- You will not: (i) submit, file, upload or transmit any content (documents, forms, videos, photos, etc.) that may contain viruses or any other similar software that may damage or disrupt the operation of the System or another's computer or compromise the security of the System or cause the unauthorized disclosure of data to any person; (ii) interfere with or disrupt networks connected to the System; or (iii) use any device or software or attempt to interfere with the proper functioning of the System; and
- You will comply with all applicable local, state, provincial, federal and foreign laws in using the System.
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Conditions of Use and User Submissions and Site Content Standards
- As a condition of your access, you agree that you may use the System only for lawful purposes and in accordance with these Terms of Use.
- The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, "submit") to the System, to other users or other persons (collectively, "User Submissions"). Any and all User Submissions must comply with all applicable federal, provincial, municipal, local, and international laws and regulations.
- Without limiting the foregoing, you warrant and agree that your use of the System and any User Submissions shall not:
- in any manner is defamatory or violates or infringes any applicable federal, provincial, municipal, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
- include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, ancestry, place of origin, colour, ethnic origin, creed, sex, religion, nationality, disability, sexual orientation, gender identity, gender expression or age or other such prohibited ground or be otherwise objectionable or contains information without suitable or lawfully required access controls (which controls will in no event be TMX’s or its Service Providers’ responsibility);
- involve, provide or contribute any false, inaccurate or misleading information;
- impersonate or attempt to impersonate TMX, its Service Providers, a TMX or a Service Provider’s employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
- transmit, or procure the sending of, any advertisements or promotions, commercial activities or sales, including without limitation any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
- include engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the System, or which, as determined by us, may harm TMX, its Service Providers or users of the System or expose them to liability;
- include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
- promote any illegal activity, or advocate, promote, or assist any unlawful act; or
- give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
- Neither TMX nor its Service Providers have any obligation or any responsibility to any party to monitor the System or use and do not and cannot undertake to review material that you or other users submit to the System. Neither TMX nor its Service Providers can ensure prompt removal of objectionable material after it has been posted, and we and our Service Providers have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.
- Notwithstanding anything contained herein, TMX and its Service Providers may suspend, restrict, terminate your use of the System without notice if, in our sole and absolute discretion, TMX and/or its Service Providers determine or believe that you or any User Submissions have violated any of the prohibitions set out above.
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User Submissions: Grant of License
- The System may contain interactive functions allowing User Submissions on or through the System.
- None of the User Submissions you submit to the System will be subject to any confidentiality obligations of TMX or its Service Providers. By providing any User Submission to the System, you grant TMX, the Service Providers, and each of our and their respective licensees, successors, and assigns the right to a world-wide, royalty-free, perpetual, irrevocable, fully paid up, non-exclusive license to use, reproduce, modify, perform, display, distribute, publish, translate, edit, delete or otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You waive any moral rights or other rights of authorship as a condition of submitting any User Submission.
- By submitting the User Submissions you declare and warrant that you own or have the necessary rights, title and interest, as well as the power and authority necessary to both submit the User Submissions and grant the license hereof to TMX, the Service Providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms of Use. You represent and warrant that all User Submissions comply with applicable laws and the standards set out in these Terms of Use.
- You understand and agree that you, not TMX nor its Service Providers, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable including to any third party for such content and its accuracy. We and our Service Providers are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the System.
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Privacy
- Any user information, including registration information, and User Submissions you make to the System will be deemed TMX’s property, and your submissions and use of the System constitutes consent to the collection, use, reproduction, hosting, transmission and disclosure of any such User Submissions in compliance with our Privacy Policy, as we deem necessary for use of the System.
- In some cases, when you use the System, TMX and/or its Service Providers may collect your internet protocol (IP) address, the type of Internet browser you are using, the type of computer operating system you are using, the advertisement or domain name of the website from which you linked to the System, and other data. The collection, use, disclosure and storage of such information will be in accordance with our Privacy Policy, including for the purpose of optimizing System user experience.
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Security
- You are solely responsible to ensure that you maintain the confidentiality of your username and password. You will be solely responsible for all use (and misuse) of your account. All activities that occur in your account will be deemed to have been authorized by you. You will immediately notify TMX if you become aware of any unauthorized use of your account. We will not be liable for any direct or indirect damages, losses, or expenses incurred by you in connection with any unauthorized use of your account.
- We and our Service Providers have reasonable security measures in place to protect against the loss, misuse, alteration, and interception by third parties of the personal information under our control. However, complete confidentiality and security is not possible over the Internet. We assume no liability for any damages you may suffer as a result of loss, interception, alteration or misuse of information you provide to TMX or its Service Providers for any information transmitted over the Internet.
- Additionally, by using the System, you acknowledge and agree that any Internet transmission or information is never completely secure or private. You understand that any User Submissions or information may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
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Access
- The System, or any part thereof, may be unavailable in whole or in part from time to time or may be permanently discontinued or modified at any time for any reason. Further, TMX may implement updates to, perform maintenance on, or make other changes to the System at any time. TMX will use commercially reasonable efforts to give you advance notice where possible and to advise you where changes will result in a temporary or permanent unavailability of the System or any part thereof. We will not be liable for any damages arising from any interruption, delay, discontinuance, unavailability, or termination of the System.
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Violations of the User Agreement
TMX has the right, without provision of notice to:
- remove or refuse to post on the System any User Submissions for any or no reason in our sole discretion;
- Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the System. Without limiting the foregoing, TMX has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the System; and.
- TMX may terminate or suspend your access to all or part of the System for any or no reason, including without limitation, any violation of these Terms of Use.
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Third Party Websites
- For your convenience, the System may provide links or pointers to third party sites. TMX makes no representations about any other websites that may be accessed from the System. If you choose to access any such sites, you do so at your own risk. TMX and its Service Providers have no control over the contents of any such third party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third party sites.
- Such links to third party sites from the System or Investorx.ca, as the case may be, may include links to certain social media features that enable you to link or transmit on your own or using certain third party websites certain limited content from Investorx.ca. You may only use these features when they are provided by us and solely with respect to the content identified. Such features and links to third party sites are subject to any additional terms and conditions we provide with respect to such features.
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Intellectual Property Rights and Ownership
- You understand and agree that the System and its entire contents, features, and functionality, including but not limited to all Information, data, software, interactive features, tools, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement (referred to collectively, as the "Content"), are owned by TMX, its Service Providers, their licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
- As between you and TMX and its Service Providers, you acknowledge and agree that the System and its Content are the property of TMX and and its Service Providers, and you will not acquire any rights or licenses in any trademarks, patents, copyright or other intellectual property in the System or in its Content.
- InvestorX, Toronto Stock Exchange, TSX Venture Exchange, TSX, TSXV, TMX, and the TMX design and all related names, logos, product and service names, designs, images and slogans are the trademarks of TSX Inc. You must not use such marks without the prior written express consent of TMX. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on the System are the property of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.
- You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content on the System, in any form or medium whatsoever except: (i) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and (ii) a reasonable number of copies for personal use only may be printed, keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.
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Disclaimer
- The Content is made available for informational purposes only, and is not intended to provide legal, accounting, tax, investment, financial or other advice and should not be relied upon for such advice. Neither TMX nor its Service Providers do not provide investment advice; therefore, any investment decision that you make, or investment strategy that you use, is done at your sole discretion and at your own risk. The availability of the System and the Content does not constitute an offer, invitation, solicitation or recommendation to buy, sell, or trade any securities or other products listed or traded on, or processed in connection with TMX or its Service Providers or any other marketplace or electronic platform. TMX and its Service Providers do not endorse or recommend any investment strategies, securities or other products referenced in the System or the advisability of investing in securities generally for any particular individual. It is your sole responsibility to determine the suitability of any project, strategy, financing or other investment opportunity for your own investment objectives. Any investment decision and/or strategy that you make or use, whether or not such decision or strategy derives from or relies upon the Content or other data accessible or provided via the System, is done so at your sole discretion and risk. Past performance and historic valuations are no guarantee of future performance or future valuations. We strongly recommend that all users of the System seek independent expert advice on all aspects of potential transactions, financings or investments relating to the Information or other data accessible or provided via the System.
- The System includes content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third party content, other than the content provided by TMX or its Service Providers, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of TMX or its Service Providers. TMX and its Service Providers are not responsible, or liable to you or any third party, for the content or accuracy of any third party materials.
- THE SYSTEM AND ALL INFORMATION AND OTHER CONTENT ACCESSIBLE OR PROVIDED VIA THE SYSTEM IS MADE AVAILABLE OR PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. YOUR USE OF THE SYSTEM AND THE INFORMATION AND OTHER CONTENT ACCESSIBLE OR PROVIDED VIA THE SYSTEM IS SOLELY AT YOUR OWN RISK. TMX AND ITS SERVICE PROVIDERS MAKE NO REPRESENTATION AND DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING SECURITY, ACCURACY, RELIABILITY, PERFORMANCE, TIMELINESS, AVAILABILITY, COMPLETENESS, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, THAT THE SYSTEM, OR ANY INFORMATION OR OTHER CONTENT WILL BE ERROR-FREE, OR ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interception, deletion, defect, delay in operation or transmission of computer virus, communication line failure, theft, destruction of or unauthorized access to, alteration of or use, whether in breach of contract, tort, negligence or any other cause of action.
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Limitation of Liability
- TMX, ITS SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS, AND REPRESENTATIVES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY YOU IN CONNECTION WITH OR RELATED TO: (A) YOUR USE OF THE SYSTEM, OR YOUR INABILITY TO USE THE SYSTEM; (B) ANY ERRORS OR OMISSIONS IN THE SYSTEM; (C) ANY INACCURATE, INCOMPLETE, OR DELAYED INFORMATION OR OTHER CONTENT ACCESSIBLE VIA THE SYSTEM; (D) ANY ACT OR OMISSION OF ANY THIRD PARTY, INLCUDING BUT NOT LIMITED TO ANY SERVICE PROVIDER; (E) ANY SERVICE PROVIDER OR OTHER THIRD PARTY WEBSITES OR CONTENT THEREIN, DIRECTLY, OR INDIRECTLY ACCESSED THROUGH LINKS CONTAINED ON THE SYSTEM; (F) LOSS OF ACTUAL OR ANTICIPATED REVENUE; (G) ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SYSTEM; (H) DELAYS, INTERRUPTION, DISCONTINUANCE, OR UNAVAILABILITY OF THE SYSTEM OR ANY PORTION THEREOF; (I) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION AND OTHER CONTENT ACCESSIBLE OR PROVIDED VIA THE SYSTEM; OR (J) ANY OTHER LIABILITY OR CLAIM WHATSOEVER ARISING OUT OF THESE TERMS OF USE OR FROM ANY USE OF OR YOUR INABILITY TO USE THE SYSTEM HOWSOEVER CAUSED, EVEN ANY OF THEM HAS BEEN APPRISED OF THE LIKEIHOOD OF SUCH DAMAGES OCURRING.
- THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BROUGHT UNDER STATUTE, IN CONTRACT, TORT, OR STRICT LIABILITY, OR FOR NEGLIGENCE, BREACH OF A FUNDAMENTAL TERM, OR FUNDAMENTAL BREACH, OR ANY OTHER LEGAL OR EQUITABLE THEORY. OUR SOLE OBLIGATION AND YOUR SOLE REMEDY WILL BE THE EXERCISE BY US OF REASONABLE EFFORTS TO CORRECT ANY MALFUNCTION AND TO PROVIDE ACCRSS TO THE SYSTEM AS SOON AS POSSIBLE IN THE CIRCUMSTANCES.
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Indemnity
- YOU ASSUME ALL OF THE RISKS ASSOCIATED WITH YOUR USE OF THE SYSTEM AND/OR THE INFORMATION OR OTHER CONTENT ACCESSIBLE OR PROVIDED VIA THE SYSTEM, AND YOU RELEASE AND AGREE TO INDEMNIFY AND HOLD HARMLESS TMX, ITS SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, PROCEEDINGS, LOSSES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, ARISING FROM OR RELATING TO YOUR USE OF THE SYSTEM AND/OR THE INFORMATION OR OTHER CONTENT ACCESSIBLE OR PROVIDED VIA THE SYSTEM.
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Other Countries
- The owner of the System is based in Canada. TMX and/or its Service Providers make no representation that the System, or the use thereof in locations other than Canada, is appropriate. This System is not intended for use in any jurisdiction where its use is not permitted. If you chose to access the System from locations other than Canada, you do so at your own initiative and at your own risk. You are solely responsible for complying with local laws.
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Choice of Law and Venue
- By accessing the System, you agree that all matters relating to your access to, or use of, the System shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario with respect to any and all matters arising in connection with these Terms of Use.
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General
- These Terms of Use and the Privacy Policy constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, proposals, discussions and understandings, oral or written in respect of your use of the System. TSX and Service Provider have the right to modify or change any part or portion of these Terms of Use at any time.
- All notices to a party under these Terms of Use will be via e-mail. Notices to TMX should be made to [email protected]. Notices to you will be made to the e-mail address that you provided as part of your user profile. You may change your e-mail address by giving notice to TMX under this section. We may broadcast notices or messages on the System which will constitute notice to you.
- These Terms of Use will be binding upon and enure to the benefit of each party and their respective successors and permitted assigns. You may not assign these Terms of Use.
- The failure of any party at any time to require performance of any provision will not affect the right to require performance at any other time, nor will the waiver by any party of a breach of any provision be a waiver of any succeeding breach or a waiver of the provision itself.
- If any provision of these Terms of Use is declared illegal, void or unenforceable for any reason, that provision will be severed from these Terms of Use and the remaining provisions will continue in full force and effect.
- The provisions of Sections 2 to 5, 8, 10, and 11 to 13, as well as any other provision that must survive in order to give proper effect to their intent, survive the termination or expiration of these Terms of Use.
- If you have any questions about the System, our use of personal information, or about these Terms of Use, please contact us at our e-mail address [email protected].
