WEBSITE TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS DISCLAIMERS, INDEMNITIES AND LIMITATIONS OF LIABILITIES.

This website (“Website”) is operated by VERDEX CAPITAL Ltd. (collectively, “VERDEX CAPITAL,” “we,” “us,” “our”). Access and use of this Website and its related services (the “Services”) are provided by VERDEX CAPITAL to you on condition that you accept these Terms of Use. By accessing or using this Website, you agree to these Terms of Use. If you do not agree to accept these Terms of Use, you may not access or use this Website.

These Terms of Use govern the relationship between you and VERDEX CAPITAL with respect to your use of this Website. You acknowledge that the agreement formed by these Terms of Use are like any written agreement signed by you, and you agree to be bound by, and fully comply with, their terms. You represent and warrant that you have all necessary right, power and authority to enter into these Terms of Use and to perform and otherwise discharge all of your obligations hereunder.

You understand that aspects of this Website may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Website in your jurisdiction.

We reserve the right at any time to change: (i) the terms and conditions of these Terms of Use; (ii) this Website, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through this Website; (iii) any fees or charges, if any, related to the use of this Website; and (iv) the equipment, hardware or software required to use and access this Website.

To the extent permitted by applicable law, any changes we make to these Terms of Use will be effective immediately upon posting on this Website. Be sure to return to this Website periodically to ensure you are familiar with the most current version of these Terms of Use.

USE OF THIS WEBSITE

Your access and use of this Website shall be deemed to be provided in Canada. If you access this Website from outside of Canada, you do so at your own risk and are responsible for compliance with local, national or international laws, including, without limitation, securities laws and import and export laws. In particular, you understand that this Website may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Website in your jurisdiction.

Furthermore, if you are residing in a jurisdiction where it is forbidden by law to participate in the activities offered by this Website, you may not enter into these Terms of Use or use this Website. By using this Website you are explicitly stating that you have verified in your own jurisdiction that your use of this Website is allowed.

If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as set out in these Terms of Use based on age and you are under such age limit, you may not enter into these Terms of Use or use this Website.

You may access and use this Website only for legitimate purposes and not for any illegal or unauthorized purpose, including, without limitation, in violation of any criminal law, intellectual property law, privacy law or any other applicable law or regulation. You represent and warrant that you are at least the age of majority in your jurisdiction of residence and are legally capable of entering into a binding contract.

PRIVACY

VERDEX CAPITAL is committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Privacy Policy to describe our privacy policies and practices, and how we collect, use and disclose the personal information of those individuals who visit this Website. Please see our Privacy Policy for further details.

You acknowledge and agree that access to and use of this Website is provided via the internet and that your information, including personal information, may be transferred across national borders and stored or processed in any country in the world.

CODE OF CONDUCT

You agree that you will not attempt to, nor permit any third party to, enter restricted areas of VERDEX CAPITAL’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use. In addition, and without limiting the foregoing, you agree not to:

1. use tools which hack or alter this Website, or that allow you to connect to this Website’s binary interface or utilize any interfaces other than those provided by us to you;
2. attempt to obtain a password or other private account information from any other user of this Website;
3. mirror or frame any part of this Website without VERDEX CAPITAL’s express prior written consent; or
4. use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of this Website, without VERDEX CAPITAL’s express prior written consent.

We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of this Website.

OUR MATERIALS

VERDEX CAPITAL may make certain information, content, software or other materials (collectively, the “VERDEX CAPITAL Materials”) available to you from this Website from time to time. If you download, access or use any VERDEX CAPITAL Materials, you agree that such materials: (i) may only be used for your personal and non-commercial use; (ii) may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without VERDEX CAPITAL’s prior written permission; and (iii) will be used only in compliance with any additional license terms accompanying such materials. VERDEX CAPITAL does not transfer the title or the intellectual property rights to the VERDEX CAPITAL Materials to you, and retains full and complete title to the VERDEX CAPITAL Materials as well as all intellectual property rights therein. You agree not to sell, share, redistribute, or reproduce the VERDEX CAPITAL Materials. VERDEX CAPITAL or its licensors own all related trademarks and logos, and you agree not to copy or use them in any manner.

This Website (including its organization and presentation and VERDEX CAPITAL Materials) is the property of VERDEX CAPITAL and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trademarks, trade names, internet domain names and other similar rights.

AVAILABILITY

WHILE WE ENDEAVOUR TO KEEP DOWNTIME TO A MINIMUM, WE CANNOT PROMISE THAT THIS WEBSITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. WE RESERVE THE RIGHT TO INTERRUPT/SUSPEND THIS WEBSITE, OR ANY PART THEREOF, WITH OR WITHOUT PRIOR NOTICE FOR ANY REASON.

ACCESS TO THE INTERNET

You are solely responsible for obtaining and maintaining all internet, computer hardware and other equipment needed to access and use this Website, and you shall be solely responsible for all charges and fees related thereto.

Please note that the Internet is not a fully secure medium and any communication may be lost, intercepted or altered. Tweed is not liable for any damages related to communications to, or from, this Website.

CURRENCY OF WEBSITE

VERDEX CAPITAL updates the information on this Website periodically. However, VERDEX CAPITAL cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Website. We have the right, but not the obligation, to correct any errors, inaccuracies or omissions and to change or update this Website (including the VERDEX CAPITAL Materials) at any time, without prior notice to you (including after an order has been placed by you).

LINKED WEBSITES

This Website may provide links to third party websites. The inclusion of these links does not imply that VERDEX CAPITAL monitors or endorses these websites. VERDEX CAPITAL does not accept any responsibility for such websites.

VERDEX CAPITAL SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR THE RELIANCE UPON ANY INFORMATION, CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY THIRD PARTY WEBSITES OR LINKED RESOURCES.

INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Website. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Website. VERDEX CAPITAL recommends that you install appropriate anti-virus or other protective software.

VERDEX CAPITAL SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SOFTWARE, COMPUTER VIRUSES OR OTHER DESTRUCTIVE, HARMFUL OR DISRUPTIVE FILES OR PROGRAMS THAT MAY INFECT OR OTHERWISE IMPACT YOUR USE OF YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THIS WEBSITE OR YOUR DOWNLOADING OF ANY USER MATERIALS OR OTHER CONTENT FROM THIS WEBSITE.

WEBSITE, SERVICES AND VERDEX CAPITAL MATERIALS PROVIDED “AS IS”

EXCEPT AS OTHERWISE PROVIDED EXPLICITLY HEREIN, THIS WEBSITE, THE SERVICES AND THE VERDEX CAPITAL MATERIALSARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. VERDEX CAPITAL DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE, THE SERVICES OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN REPRESENTATIONS OR WARRANTIES. AS SUCH, THE FOREGOING DISCLAIMER WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEBSITE, THE SERVICES AND THE VERDEX CAPITAL MATERIALS.

IN NO EVENT WILL VERDEX CAPITAL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS (THE “VERDEX CAPITAL PARTIES”) BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (OR FOR ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER SIMILAR LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE (INCLUDING, WITHOUT LIMITATION, YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS WEBSITE, THE SERVICES, THE VERDEX CAPITAL MATERIALS OR ANY PART THEREOF), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN EVERY EVENT, VERDEX CAPITAL’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PARTS OF THIS WEBSITE, THE SERVICES AND THE VERDEX CAPITAL MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED ($100.00) DOLLARS CAD.

THE CONSIDERATION BEING PAID TO VERDEX CAPITAL UNDER THESE TERMS OF USE DOES NOT INCLUDE ANY CONSIDERATION FOR VERDEX CAPITAL TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY VERDEX CAPITAL, VERDEX CAPITAL WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN LIABILITIES. AS SUCH, THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

CLASS ACTION WAIVER

TO THE FULLEST EXTENT PERMITTED BY LAW: (I) ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION; AND (II) YOUR ACCESS AND CONTINUED USE OF THE WEBSITE SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE VERDEX CAPITAL PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO VERDEX CAPITAL AS A RESULT OF ANY CLAIM, DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST VERDEX CAPITAL IN CONNECTION WITH: (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE WEBSITE, THE SERVICES OR THE VERDEX CAPITAL MATERIALS; AND/OR (2) YOUR BREACH OF ANY OF THESE TERMS OF USE.

PLEASE NOTE THAT SOME JURISDICTIONS LIMIT THE EXTENT TO WHICH A PARTY MAY INDEMNIFY ANOTHER. AS SUCH, THE FOREGOING INDEMNITY WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SUSPENSIONS

As above, we reserve the right to suspend your Account and/or your access to this Website immediately, with or without notice to you, and without liability to you, if VERDEX CAPITAL, in its sole discretion, believes that:

1. you have violated or otherwise breached these Terms of Use;
2. any information provided by you is untrue, inaccurate, not current, or incomplete; or
3. you, or any other parties, are obtaining unauthorized access to our Website, or any other systems or information of VERDEX CAPITAL.

These suspensions will be for such periods of time as VERDEX CAPITAL may reasonably determine is necessary to permit the thorough investigation of such suspended activity.

TERM & TERMINATION

VERDEX CAPITAL may, from time to time, but is in no way obligated to, permit you to access and use this Website in accordance with these Terms of Use and in the manner more particularly set out herein. You acknowledge and agree (i) that access to this Website may not be available from time to time, may be amended, revised, replaced, suspended or terminated in whole or in part at any time and without notice, and (ii) that VERDEX CAPITAL shall not, in any event, be responsible to you in any way should you be unable to access this Website at any time or from time to time. We may terminate these Terms of Use for convenience with no notice to you.

Upon termination of these Terms of Use, you shall immediately cease and desist from all access and use of this Website.

CONTACT INFORMATION

If you need to contact us regarding this Website or these Terms of Use, please reach out to us at:

VERDEX CAPITAL Ltd.
6815 8 St NE,
Calgary, AB T2E 7H7
Attention: Privacy Officer
E-mail:corporate@verdexcapital.com

MISCELLANEOUS

This Website is solely directed to persons in Canada. We make no representation that materials on this Website are appropriate or available for use in other locations. Those who choose to access this Website from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

These Terms of Use are governed by and construed in accordance with the laws in the Province of Alberta, Canada, without regard to its principles of conflicts of law. You agree to personal jurisdiction by the courts located in the Province of Alberta, located in Calgary, Alberta, Canada, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Sections 8-13, and 15-17 will survive any termination or expiry of these Terms of Use.

These Terms of Use set out the entire agreement between us relating to the subject matter hereof and supersede any and all prior or contemporaneous written or oral agreements between us.

These Terms of Use are not assignable, transferable or sublicensable by you except with VERDEX CAPITAL’s prior written consent. VERDEX CAPITAL may assign these Terms of Use without notice to you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

These Terms of Use were last updated on July 7, 2021.