Last Revised: November 11, 2024
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING ANY OF MIDASBOARD'S PRODUCTS OR SERVICES, INCLUDING THIS WEBSITE. THESE TERMS WILL IMPACT YOUR RIGHTS AND OBLIGATIONS.
TERMS OF USE OF THIS WEBSITE
This website is owned and controlled by Altrust Investment Solutions Inc. acting under the business name Midasboard (“Midasboard”, “we”, “our” or “us”) and/or its affiliates. Your use of the websites on which these terms reside (collectively, the “Site”), and the features on the Site are subject to the terms, conditions, policies and notices contained on this page (the “Terms of Use”), which Midasboard may update from time to time. Before continuing to use the Site, please read these Terms of Use, our Privacy Policy and our Cookie Policy (together, the “Policies”), and contact us if you have any questions. You acknowledge that you have read these Policies and consent to all of the terms and conditions contained therein. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Midasboard, you agree to and are bound by the Terms of Use, including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Ontario law.
By using this Site in any way, you represent and warrant that:
YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR PROVINCE OR TERRITORY OF RESIDENCE, OR IN ANY EVENT, AT LEAST EIGHTEEN (18) YEARS OF AGE. IF YOU ARE FROM ANY JURISDICTION WHERE THE PUBLICATION OR AVAILABILITY OF THE SITE IS PROHIBITED, OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT USE THIS SITE;
YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS;
ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE SERVICES (AS DEFINED BELOW) IS TRUE, ACCURATE, CURRENT, AND COMPLETE;
YOU UNDERSTAND THAT MIDASBOARD IS NOT PROVIDING YOU ANY LEGAL, FINANCIAL, OR TAX ADVICE; AND
YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH THIS SECTION.
IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE SERVICES.
PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, PARTICULARLY THOSE IN SECTION 14 AND SECTION 15.
Midasboard reserves the right to make minor changes to these Terms of Use without notice at any time. If a revision is material, Midasboard will provide at least 30 days’ written notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site and we will change the Last Revised date at the top of this notice. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.
You acknowledge and agree that Midasboard may temporarily or permanently restrict, suspend or terminate the availability of the Site and/or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Midasboard’s sole and absolute discretion, and without prior notice or liability. Any suspected fraudulent, abusive or illegal activity also may be referred to appropriate law enforcement authorities. Midasboard will not be liable to you or any third party for any termination of your access to or use of the Site or any content thereon, including without limitation any content you may have posted, uploaded, or otherwise provided on the Site (“User Content”). You agree that you do not have any rights in this Site.
These Terms of Use constitute a legally binding agreement between you and Midasboard regarding your use of and access to the Site. You acknowledge and agree that Midasboard may, in its sole discretion, change, improve and/or correct any functionality or Contents (as defined below) of the Site and to suspend and/or deny access to the Site for any reason, without any obligation and without any notice.
These Terms of Use do not alter in any way the terms and conditions of any other agreement you may have with Midasboard and/or its affiliates, unless otherwise agreed to in writing by Midasboard. If you breach any of these Terms of Use, your authorization to use the Site automatically terminates and you must immediately destroy any Contents in your possession, other than information related to any transaction you may have conducted through your account (“Account”) on the Midasboard exempt market dealer platform (“Platform” or “Midasboard Platform”) and discontinue all use of the Site. The Site, Contents and Platform constitute the “Services”.
The Privacy Policy and Cookie Policy are hereby incorporated by reference into these Terms of Use and form part of the legally binding agreement between you and us. See Section 5. for a short summary of our Privacy Policy.
Each use of the Site constitutes your agreement to be bound by and comply with the then-current Terms of Use. If, at any time, you do not agree to be bound by or comply with these Terms of Use, then you should cease accessing the Site and using the Services.
OWNERSHIP, LIMITED LICENSE TO USE THE SITE
Midasboard and/or its affiliates own and maintain this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms of Use.
Unless otherwise indicated, the Site and any content provided on the Site, including without limitation content provided by Midasboard and/or its affiliates and/or licensors, including certain data, graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of Altrust, Midasboard, any of its affiliates and/or any other entity described on the Site (collectively, “Midasboard Content”) is, as between the parties, the property of Midasboard and/or its affiliates and/or licensors, and is protected in Canada, the United States and internationally under trademark, copyright, and other intellectual property laws. Similarly, the issuers of financial products made available on the Site (“Issuers”) and/or their affiliates and/or licensors, have provided content to the Site (“Issuer Content”) that is the property of each such Issuer and/or its affiliates and/or licensors, respectively, and is also protected in Canada, the United States and internationally under trademark, copyright, and other intellectual property laws. Midasboard Content and Issuer Content together constitute “Contents” of the Site.
Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Contents contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Midasboard and/or its affiliates and may be used by Midasboard and/or its affiliates for any lawful purpose without restriction, subject to the Privacy Policy posted on the Site. Midasboard and its affiliates reserve, and will enforce to the fullest extent possible, all rights that it may have with respect to all content contained on the Site.
Midasboard grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term (as defined in Section 16) to display and use portions of the Site and Contents solely for your own private, internal, non-commercial, and informational purposes only, and to print pages from the Site and Contents only in connection with that use. Neither these Terms of Use nor your use of the Services grants you ownership in the Services or the Contents you access through the Services. All right, title and interest, including intellectual property rights, in the Services and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Midasboard (or our third party suppliers, if applicable). All rights not expressly granted to you in these Terms of Use are reserved by Midasboard.
Except as described in the immediately preceding paragraph, you may not copy, store, modify, distribute, transmit, perform, alter, edit, reproduce, republish, exploit in any manner for any purpose, publish, license, create derivative works from, transfer or sell any Contents, text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Midasboard which may be withheld for any or no reason. The Contents are provided solely for your internal use, and you further agree not to download, display, distribute or use any Contents, including without limitation in any publications, in public performances, on websites other than this Site, for any other commercial purpose, in connection with products or services that are not those of Midasboard or its affiliates, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Midasboard, its affiliates and/or licensors and/or Issuers, that dilutes the strength of Midasboard, its affiliates’ or licensors’ or Issuers’ property, or that otherwise infringes Midasboard, its affiliates’ or its licensors’ or Issuers’ intellectual property rights. You further agree to, in no other way, misuse any Midasboard Content, Issuer Content or third party content that appears on this Site.
You acknowledge that you have received and reviewed the third party notices posted on the Site, including, without limitation, the various data vendor disclosures contained therein, the content of which may change from time to time. You agree to comply with the agreements, restrictions, and limitations contained in such third party notices. Any use of third party software provided in connection with the Services will be governed by such third parties' licenses and not by these Terms of Use.
USAGE PARAMETERS
Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site and you agree that you will not:
use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful;
upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
collect or store personal data about other users;
use the Site for any commercial purpose not expressly approved by Midasboard in writing;
upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication;
upload, post, email, introduce or otherwise transmit any material that contains viruses, trojan horses, worms, logic bombs or any other computer code, files, or programs that are malicious or technologically harmful which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment;
use the Site in any manner that could damage or overburden any server of Midasboard, its affiliates, or its service providers or any network connected to any such server;
disrupt network services and otherwise disrupt our ability to monitor the Site;
use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the Contents on the Site;
attack the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing;
use the Site in any manner that would interfere with any other party’s use of the Site;
use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Midasboard or its affiliates or for any revenue-generating endeavour or commercial enterprise whatsoever;
submit any User Content which is harassing, abusive, threatening, harmful, libelous or defamatory, encourages conduct that could constitute a criminal offense or give rise to civil liabilities, provides guidance or instructional activities about such illegal activities, or is unlawful in any other way;
make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity;
systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory, without written permission from us;
trick, defraud or mislead us and other users, especially in an attempt to learn sensitive account information such as user passwords;
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site;
illicitly reproduce TCP/IP packet header;
create user accounts under false or assumed identities or using a name that doesn’t belong to you, or create multiple accounts except as expressly permitted;
allow unauthorized use of your Account or your credentials, or allow others to use or access your Account using your credentials;
use the Site in any way that violates the securities laws and regulations in Canada or in the jurisdiction in which you are operating, or that violates obligations to which you are bound;
otherwise attempt to interfere with the proper working of the Site; or
allow, or enable others to use the Site, or knowingly condone use of the Site by others, in contravention of items 2.(a) to 2.(w) above.
You agree that no User Content submitted by you to the Site will:
violate any right of any individual, group, community or business, including but not limited to copyright, trademark, privacy, or other personal or proprietary rights;
be libelous or contain libelous or other otherwise unlawful, slanderous, abusive, or obscene material, or constitute the misappropriation of trade secrets of any third party; or
disparage the products or services of any third party.
Midasboard does not pre-screen, monitor or edit the User Content posted or submitted to the Site. However, Midasboard reserves the right to edit, limit or remove any such User Content in its sole discretion. Notwithstanding, you shall remain solely responsible for any User Content you submit or post. Midasboard cannot and does not assure that other users are or will be in compliance with these Midasboard Site rules or any other provisions of these Terms of Use, and, as between you and Midasboard, you hereby assume all risk of harm or injury resulting from any other person’s lack of compliance which causes you harm.
Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by Midasboard in writing.
Usage Monitoring. Midasboard and its affiliates reserve the right, but do not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site, subject to your consent and in compliance with applicable laws. The first time you visit our Site you will be invited to accept or refuse cookies, other than those strictly necessary cookies for the operation of this Site. Any personal information collected during such monitoring will be used in accordance with the Privacy Policy posted on the Site. By using the Site, and subject to the cookies that you enable, you accept Midasboard’s and/or its affiliates’ right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Midasboard’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Midasboard monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Midasboard or its affiliates be liable for any damages incurred by you as a result of Midasboard’s usage monitoring.
Unsolicited Ideas. Midasboard always welcomes consumer feedback and appreciates your interest in sharing your thoughts with Midasboard. However, it is Midasboard’s policy not to accept or consider unsolicited ideas from outside Midasboard, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Midasboard, despite Midasboard’s policy, Midasboard will treat the information as non-confidential and non-proprietary and Midasboard will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.
NO OFFER OF SECURITIES; NO ADVICE
THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL ON THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OR FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY MIDASBOARD OR ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY MIDASBOARD OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH OFFERING, FUND OR ISSUER AS DETERMINED FROM TIME TO TIME BY MIDASBOARD OR ITS AFFILIATES IN ITS SOLE AND ABSOLUTE DISCRETION.
Such requirements may include, among other things, qualifying as an “accredited investor” or an “eligible investor” within the meaning of National Instrument 45-106, as amended; or a “permitted client” within the meaning of National Instrument 31-103, as amended. Access to information about the investment funds managed by, or advisory services offered by, Midasboard or its affiliates is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds, private placements or investment advisory services may be speculative in nature, involves a medium to high degree of risk and is intended only for experienced and sophisticated investors.
This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as personal investment advice or a recommendation, by Midasboard, its affiliates, Issuers or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Any tools displayed on the Site are not personalized to any user or group or type of users (including regarding the age, income, cash holdings, assets, tax status, investment experience and objectives of any user) and are provided for informational and educational purposes only. Such tools use certain statistical methods to provide hypothetical approximations and are based on limited and potentially inaccurate data sources. This Site does not take into account the particular investment objectives or financial circumstances of any specific person who may view it and the information contained in the Site has been prepared without reference to any particular user's investment requirements or financial situation. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.
Midasboard is registered with the Ontario Securities Commission (the “OSC”) as an investment fund manager (“IFM”), portfolio manager, and exempt market dealer (“EMD”) and with Autorité des marchés financiers (the “AMF”) in Québec as an IFM and EMD. Even so, as stated above, no information on the Site should be construed as or relied upon as investment advice or any other type of advice. Registration with the OSC, AMF, with any provincial securities authority or with any other regulatory authority does not imply a certain level of skill or training.
By accessing and using the Site you may gain access to information about certain prospectus-exempt private securities products (the “Securities”). Investing in prospectus-exempt private securities may be highly speculative and may involve a high degree of risk. Private securities are inherently illiquid and there is no guarantee that a market will be available for them or they may be subject to restrictive redemption terms. Accordingly, investment in these Securities is appropriate only for those investors who can tolerate the degree of risk inherent in the product, can withstand a total loss of investment, and do not require liquidity of their investment.
PASSWORD-PROTECTED AREAS
Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Midasboard. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by affiliates of Midasboard, or by Issuers. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Midasboard for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.
During any registration process, you may be required to provide information about yourself (such as identification or contact details and jurisdiction of residence). You agree that any registration information you give to Midasboard will always be accurate, correct and up to date. You also agree that, (i) if you are acting in your personal capacity, you will be the only authorized user of the Site and the Services under these Terms of Use; (ii) if you have opened a joint account, that you and your joint owner will be the only authorized users of the Site under these Terms of Use; or, (iii) if you are acting on behalf of an organization, that you have been authorized by such organization to access this Site and, if applicable, your organization’s Account. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and Account. Additionally, you are solely responsible for any and all activities that occur under your Account. You agree to notify Midasboard immediately of any unauthorized use of your Account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Midasboard is not liable for any loss that you may incur as a result of the unauthorized use of your password or Account, either with or without your knowledge.
If you wish to terminate your Account, you may simply discontinue using the Site. If you wish for us to delete all your Account information, please contact our Customer Support by email at support@midasboard.com. All deletion requests are subject to any limitations or exceptions required or permitted by applicable law. For more information about your rights with respect to your personal information, please consult our Privacy Policy.
PRIVACY POLICY, COOKIE POLICY AND USER DATA
Midasboard’s Privacy Policy and Cookie Policy posted on this Site applies to your use of this Site. Please read these Policies for more information about our information collection and use practices and our use of cookies. Your use of this Site signifies your consent to Midasboard’s practices and use as described in such Policies.
You do not have to register to visit the Midasboard Site. However, should you choose to create an account on the Midasboard Platform, we will collect various types of personal information in order to provide you with investment services. This information includes biographical data (e.g., name, address, Social Insurance Number), financial information (e.g., income, net worth), government-issued ID, and location data. Sensitive information, such as financial history and investment data, is gathered to ensure compliance with regulatory requirements, for us to assess your needs and suitability for the products on the Platform, to provide security to you and us, and to prevent fraud. Midasboard may also collect information through cookies, IP addresses, and analytics tools, allowing us and our service providers to personalize the Site or other content in accordance with your interests and preferences and improve your user experience.
You grant to us and our affiliates and service providers, and each of our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable license to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from your access or use of, the Services (collectively, "User Data"): (i) to develop, enhance and make available the Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data"). We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data for any purpose and without obligations of any kind.
Personal information collected is primarily used for identity verification, regulatory compliance, improving services, and detecting fraud. Midasboard shares personal information with third-party service providers like Plaid and MaxMind, who assist with identity verification and fraud prevention. The Platform may also disclose data to regulatory bodies, law enforcement, and relevant securities issuers. While Midasboard implements safeguards to protect personal data, users are advised that no security system is completely foolproof, and the risk of unauthorized access remains a possibility.
You acknowledge and agree that you have been notified by Midasboard that it or any Issuer may be required to deliver a form to the applicable securities regulatory authority(ies) or regulator(s) containing your personal information, including your full name, residential address, telephone number, and e-mail address (if available), the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the purchase, the prospectus exemption relied upon under Applicable Securities Laws (as defined below) to complete such purchase, including how you qualify for such exemption, whether you are a registrant, and information relating to any compensation paid and the person so compensated in connection with the investment. This information is collected by the applicable securities regulatory authority(ies) or regulator(s) under the authority granted in securities legislation, for the purposes of the administration and enforcement of the securities legislation of the applicable jurisdiction(s). By agreeing to these Terms of Use, you authorize the indirect collection of the information by the applicable securities regulatory authority(ies) or regulator(s) and acknowledge that such information may be made available to the public under applicable securities legislation. The title, business address, and business telephone number of the public official(s) in the applicable jurisdiction(s) who can answer questions about the collection of information described above are set out in the following document. [LINK2]
You represent and warrant to us that your User Data will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case, as required by applicable laws, to enable us to make available the Services to you. By using the Services, you acknowledge and agree that Midasboard will be transmitting certain of your Personal Information electronically.
For Québec residents: Your personal information may be shared with service providers outside of Québec. Please see the Privacy Policy for more details.
NO RELIANCE
IF YOU ARE A QUEBEC CONSUMER AS THE TERM IS DEFINED UNDER THE CONSUMER PROTECTION ACT (CQLR C P-40.1), THE LIMITATIONS OF LIABILITY AND EXCLUSION OF WARRANTIES CONTAINED IN THIS SECTION DO NOT RELEASE MIDASBOARD FROM THE CONSEQUENCES OF ITS OWN ACTIONS OR THE ACTIONS OF ITS REPRESENTATIVES, NOR DO THEY LIMIT YOUR RIGHTS AND REMEDIES UNDER SUCH ACT, INCLUDING THE RIGHT TO MAKE A CLAIM UNDER ANY OF THE STATUTORY WARRANTIES PROVIDED UNDER SECTIONS 34 TO 54 OF SUCH ACT.
You agree that Midasboard, its affiliates, licensors, independent contractors and/or Issuers shall not be liable for any errors or delays in the content of any information provided through the Services, or for any actions taken by you or any third party, in reliance thereon. The information contained within the Site and the Contents has been obtained from sources considered reliable, but such information is not guaranteed. While Midasboard uses reasonable efforts to update the information contained on the Site, Midasboard and its affiliates make no representations or warranties as to the accuracy, continued availability, reliability or completeness of any information on the Site, including without limitation any Midasboard Content, Issuer Content, or User Content at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Midasboard to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Midasboard makes no representations regarding the amount of time that any Contents or User Content will be preserved.
You may be exposed to User Content on the Site that is inaccurate, incomplete or unsuitable. Please notify Midasboard (with the contact information posted at the bottom of this document) of any illegal or inappropriate User Content, and Midasboard will take appropriate action. Midasboard will ensure that any offending comments are removed, and take appropriate action against the offender. Midasboard will not be responsible for the User Content or accuracy of any information, and shall not be responsible for any acts taken or decisions made based on such information.
Midasboard may establish procedures and practices relating to the use of and participation in the Site. Such procedures and practices may include limitations on the number of entries and the size of files that may be submitted, limitations on the number and type of User Content submitted at any given time and the number of days content will be saved before deletion. Midasboard will not be responsible for any User Content deleted by Midasboard or otherwise, or for your inability to submit any User Content.
MATERIALS TO BE CONSULTED IN THEIR ENTIRETY
Midasboard does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any Issuer Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Midasboard and/or its affiliates without the prior review and written approval of Midasboard.
All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
THIRD PARTY CONTENT, WEBSITES OR SERVICES
The Services may provide or publish links or access to third party content, websites, or services. Likewise, we may allow you to access the Services from third party systems. Midasboard does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Midasboard is not responsible for the privacy practices of such other websites. Trademarks displayed in conjunction with such third party content, websites, or services are the property of their respective owners. Midasboard does not endorse any third party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under Midasboard's control, and if you choose to access any such content, websites, or services, or to access the Services from such systems, you do so entirely at your own risk. Midasboard disclaims any responsibility for the products or services offered or the information contained on any websites other than this Site. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.
Your interactions with organizations or individuals found on or through the Services, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations or individuals. You agree that to the fullest extent permitted by applicable law Midasboard is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS and SIGNATURES
Visiting the Site, sending us emails, completing online forms and signing electronic agreements constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, polices and records of transactions initiated or completed via the Services**. Where permitted by applicable laws, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.**
By creating an account on our Platform, you may choose to subscribe to newsletters, marketing or promotional materials, and other information we may have available. Should you wish, you may later opt out of receiving any, or all, of these communications from us – other than those items we are required to send to you by law or regulation – by following the unsubscribe link or instructions provided in any email we send. Please allow 10 business days for your request to be processed.
At certain times during your use of the Services**, you may be requested to accept or decline or otherwise acknowledge certain terms and conditions, agreements, notices and/or disclaimers. You may also be asked to employ a digital signature to complete certain acknowledgements, agreements and/or instructions. In each such instance, you agree that your clicking on the appropriate box, tab, or other link, or your use of a digital signature, constitutes an electronic signature for the purposes of your use of the** Services**. The electronic record thereof will be considered conclusive evidence of you having accepted, declined, or otherwise acknowledged such matter, absent manifest error by Midasboard.**
MALICIOUS CODE AND SECURITY
The downloading and viewing of Contents is done at your own risk. We do not guarantee or warrant that the Services are compatible with your computer system or mobile device or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system or mobile device that may be necessary as a result of your use of the Services.
THIRD PARTY AND ISSUER INFORMATION
Any third-party content, data or publications made available through the Site are furnished by Midasboard on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including offering documents, program hosts, information providers, or any user of the Site, are those of the respective issuer(s), author(s), or publisher(s) and not of Midasboard. MIDASBOARD DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.
IMPORTANT NOTICE FOR NON-CANADIAN PERSONS AND INVESTORS
The information contained in the Site is directed only at, and any securities being offered are available only to, persons resident in Canada and such other jurisdictions where they may be legally offered.
Nothing contained within the Site shall constitute an offer or solicitation to anyone in the United States of America or any jurisdiction where such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such a solicitation.
If you choose to access the Site from outside of Canada, you acknowledge that the information is intended for use by persons resident in Canada only. Any products or services referred to on the Site are provided in accordance with local law. Your use of the information shall occur on your own initiative and you are responsible for compliance with applicable local, national or international laws.
FORWARD LOOKING STATEMENTS
The Site may contain forward-looking statements (within the meaning of Applicable Securities Laws) relating to Midasboard’s or Issuers’ businesses and the environment in which they operate. Forward-looking statements are identified by words such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may” and other similar expressions. These statements are based on applicable authors’ expectations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. The risks and uncertainties related to a particular security can be found in the offering documents of the Issuer. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Midasboard and Issuers undertake no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.
NO WARRANTY
IF YOU ARE A QUEBEC CONSUMER AS THE TERM IS DEFINED UNDER THE CONSUMER PROTECTION ACT (CQLR C P-40.1), THE EXCLUSION OF WARRANTIES CONTAINED IN THIS SECTION DO NOT LIMIT YOUR RIGHTS AND REMEDIES UNDER SUCH ACT, INCLUDING THE RIGHT TO MAKE A CLAIM UNDER ANY OF THE STATUTORY WARRANTIES PROVIDED UNDER SECTIONS 34 TO 54 OF SUCH ACT.
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE CONTENTS IS AT YOUR OWN RISK AND MIDASBOARD AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES, LICENSORS AND INDEPENDENT CONRACTS HAVE NO LIABILITY OR OBLIGATION TO YOU WITH RESPECT TO ANY PORTION OF THE SITE AND MIDASBOARD CONTENT AND SHALL NOT BE LIABLE TO YOU IN ANY WAY EXCEPT TO THE EXTENT REQUIRED BY LAW. MIDASBOARD AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, THE CONTENTS AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THE SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. MIDASBOARD AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, MIDASBOARD CONTENT, ISSUER CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE, CONTENTS OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.
You acknowledge that you are aware that by using the Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.
MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, THE CONTENTS, SERVICES, INFORMATION OR FUNCTIONS CONTAINED AT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.
LIMITATION OF LIABILITY; INDEMNIFICATION
IF YOU ARE A CONSUMER AS THE TERM IS DEFINED UNDER A CONSUMER PROTECTION ACT OF THE PROVINCE IN WHICH YOU RESIDE, THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION DO NOT RELEASE MIDASBOARD FROM THE CONSEQUENCES OF ITS OWN ACTIONS OR THE ACTIONS OF ITS REPRESENTATIVES.
IN NO EVENT SHALL MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ISSUER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE CAUSED BY EVENTS BEYOND MIDASBOARD’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, PROVINCIAL AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF MIDASBOARD AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW.
You hereby agree, at your own expense, to indemnify, defend and hold Midasboard and its affiliates and their officers, directors, members, principals, investors, agents, employees, licensors and independent contractors harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable attorneys’ and accounting fees, made by any third party due to (a) any inaccuracy, error, or delay in, or omission of (i) any such data, information, or message within the Contents, (ii) the transmission or delivery of any such data, information, or message; (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay, or omission, (ii) non-performance, or (iii) interruption of any such data, information or message, due to any Force Majeure (as defined below); (c) all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein; (d) your use of the Services or any instructional manuals, guidelines, or documentation made available by us to you; and (e) your violation of any applicable law or the rights of a third party (including any laws related to financial crimes and intellectual property rights). You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Midasboard and/or its affiliates reserves the right, at its or their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Midasboard and/or its affiliates.
You further understand, acknowledge, and agree with Midasboard that your representations, warranties, covenants, acknowledgments, and agreements contained herein and in any other writing delivered in connection with these Terms of Use are made with the intent that they may be relied upon by Midasboard in determining your eligibility to use the Site and purchase the Securities, and you hereby agree to indemnify, defend, and hold harmless Midasboard and its affiliates and their officers, directors, members, principals, investors, agents, employees, licensors and independent contractors harmless against all losses, any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable attorneys’ and accounting fees that any of them may suffer or incur caused or arising from the reliance.
You acknowledge and agree that your representations, warranties, covenants, acknowledgments, and agreements contained herein and in any other writing delivered in connection with the Services contemplated hereby may be relied upon by counsel for Midasboard in providing its opinion as to the issue and sale of the Securities being exempt from prospectus filing requirements of Applicable Securities Laws and that such representations, warranties, covenants, acknowledgments, and agreements shall be considered to be addressed directly to such counsel.
TERM AND TERMINATION; SURVIVAL
These Terms of Use will commence on the day you first use the Services and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”).
We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Services.
You may terminate these Terms of Use at any time and with immediate effect by: (a) requesting by email or through the Midasboard Platform that your Account be deleted; (b) ceasing use of the Services; and (c) uninstalling and deleting the Midasboard Platform, where applicable. For greater certainty, if you continue to use any portion of the Services that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.
The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 1 (Ownership, Limited License to Use the Site), 5 (Privacy Policy, Cookie Policy and User Data), 8 (Third Party Content, Websites or Services), 10 (Malicious Code and Security), 14 (No Warranty), 15 (Limitation of Liability; Indemnification), 16 (Term and Termination; Survival), and 17 (General Provisions).
TRANSACTIONS
Geographic Restrictions: We provide the Services for use only by persons located in Ontario, Québec, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick and Nova Scotia. This Site is not intended for use in any jurisdiction where its use is not permitted. If you access the website from outside the aforementioned provinces, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
Offering Documents and Subscription Agreement. Before purchasing Securities, you will have access to an Issuer’s offering documents (“Offering Documents”) and deliver or cause to be delivered to the Issuer a fully completed and duly executed subscription agreement including all relevant schedules and all other documentation contemplated therein. Before purchasing any Securities, you should carefully review any Offering Documents and Subscription Agreement with legal counsel, as well as tax and financial professionals to determine what is best for your individual needs.
Prospectus Exemptions. Any offer, sale and issuance of Securities on this Site will be exempt from the prospectus requirements of Applicable Securities Laws. As used in these Terms of Use, “Applicable Securities Laws” means, at any time, the securities laws, regulations and rules in the jurisdictions in which the Securities will be offered, sold, and issued and the requirements, rules and policies of the Canadian securities regulatory authorities that are then applicable to the applicable person(s) in the circumstances. You must execute and deliver all relevant documentation required by Applicable Securities Laws in connection with the offer, sale, and issuance of the Securities to you;
Our Refusal of Certain Transactions. We reserve the right at all times to refuse to process or to cancel any transactions you make, or attempt to make, for any reason, including:
to prevent reputational risks associated with the transaction or with you;
if required by applicable law, any court order, or the request of any governmental authority;
to enforce any limits associated with your Account;
for crimes related to financial transactions, including money laundering, terrorist financing, tax evasion, securities fraud, bribery, cryptocurrency ransoms and extortions, sanctions avoidance, or bank fraud;
for safety, security and fraud prevention purposes;
to preserve the integrity of our computer systems; or
to preserve the Midasboard platform.
Prohibited Persons. You may not use your Account or the Services in connection with a person for whom it is prohibited by law to do so, including:
a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in any of the jurisdictions in which we operate;
a person who is, or is alleged to be, a member of or associated with, a criminal organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorists groups, or any person known, or suspected by you, to be involved in terrorist activities;
a person who is listed as a politically exposed person under applicable anti-bribery laws; or
any other person who is involved in activities or is associated with persons who carry a reputational risk to us, the Services, our service providers, or the integrity of the financial
Worldwide Taxes. You understand that many countries have tax laws that require the reporting of worldwide income for tax purposes, and that taxes may be required to be reported and remitted by you to tax authorities pursuant to such worldwide reporting obligations. You understand that we may be required to disclose your Account information to tax authorities in any country or pursuant to a court order at any time.
Remittance of Taxes. It is your responsibility to:
determine whether, and to what extent, local, federal, or international taxes apply to any transactions that you conduct through the Services or that apply to any distributions you receive from Issuers or any increases in the value of any Securities you hold; and
withhold, collect, report, and remit all applicable taxes to the appropriate tax authorities in your jurisdiction or any other applicable
REPRESENTATIONS AND WARRANTIES
By using this Site in any way, you represent, warrant and covenant to Midasboard that:
if an individual, you are of the age of majority and have the capacity and competence to enter into and be bound by a Subscription Agreement and all other agreements contemplated thereby and the Subscription Agreement will constitute a legal, valid, and binding agreement enforceable against you;
if you are not an individual (including, without limitation, a corporation, syndicate, partnership, trust, association, or other form of organization);
(A) if a corporation, you are a valid and subsisting corporation and are in good standing under the laws of the jurisdiction of its incorporation and (B) if not a corporation, you have been created and are existing under the laws of the jurisdiction of your formation and are in good standing under such laws; and
(A) if a corporation, you have the corporate capacity and authority to execute and deliver a Subscription Agreement and all other agreements contemplated thereby or in the Offering Documents and to observe and perform your obligations thereunder and (B) if not a corporation, you have the capacity and authority to execute and deliver a Subscription Agreement and all other agreements contemplated by the Offering Documents and to observe and perform your obligations thereunder; and
prior to purchasing Securities you will have duly authorized, executed and delivered a Subscription Agreement to the Issuer and the Subscription Agreement will be a legal, valid, and binding obligation, enforceable against you in accordance with its terms; and
your execution and delivery of a Subscription Agreement will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any of your obligations under (A) any contract to which the you are a party or by which you are bound; (B) any provision of your constating documents; or (C) any judgment, decree, order, or award of any court, government body, or arbitrator having jurisdiction over you;
you are a resident in, or is otherwise subject to the Applicable Securities Laws of, the provinces of Ontario, Québec, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick or Nova Scotia, and will continue to reside in the same jurisdiction while you hold the Securities;
you are a resident in, or are otherwise subject to the Applicable Securities Laws of, the provinces of Ontario, Québec, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick or Nova Scotia**;**
you are purchasing the Securities as principal for your own account and not for the benefit of any other person and not with a view to resale or distribution, and no other person or entity will have a beneficial interest in the Securities, unless otherwise specifically disclosed to the Issuer in writing and specifically consented to by the Issuer in writing;
no person has made any written or oral representations to you: (i) that any person will resell or repurchase the Securities ; (ii) that any person will refund the purchase price of the Securities; (iii) as to the future price or value of the Securities; or (iv) that the Securities will be listed and posted for trading on a stock exchange or other “public market” (within the meaning of the Income Tax Act (Canada)) (“Tax Act”) or that application has been made to list and post the Securities for trading on a stock exchange or other such public market;
if you are purchasing the Securities as trustee or agent (including, for greater certainty, a portfolio manager or comparable advisor) for a beneficial purchaser, you are duly authorized to execute and deliver a Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such beneficial purchaser, to agree to the terms and conditions contained therein, and to make the representations, warranties, acknowledgements, and covenants made therein on behalf of yourself and the beneficial purchaser, you have carried out identification procedures with respect to and have established the identity of the beneficial purchaser on whose behalf you are acting, hold evidence of such identity, and will maintain such records as required by applicable law, and you acknowledge that legal requirements require the disclosure to certain securities and other regulatory authorities the identity of such beneficial purchaser of the Securities for whom you may be acting;
you, or any beneficial purchaser of the Securities for whom you may be acting, are not acquiring the Securities for the account or benefit of any “U.S. Person” (as that term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person, and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Securities for the account of or benefit of a U.S. Person or a person in the United States;
you acknowledge that the Securities may not be offered, sold, resold, or otherwise transferred to persons in the United States or to U.S. Persons (as such term is defined in Regulation S to the United States Securities Act of 1933, as amended);
you are not a “non-Canadian” as that expression is defined in the Investment Canada Act (Canada);
you are not:
a “tax shelter”, a “tax shelter investment”, or any entity an interest in which is a “tax shelter investment” or in which a “tax shelter investment” has an interest, within the meaning of Tax Act;
a “financial institution” for the purposes of section 142.2 of the Tax Act;
a “non-resident”, a “non-resident owned investment corporation”, or a partnership other than a “Canadian partnership”, within the meaning of the Tax Act;
a person that, upon becoming or remaining a limited partner of the Fund, would cause the Fund to be a “SIFT partnership” for the purposes of the Tax Act; or
a partnership that does not have a prohibition against investment by the foregoing persons,
and in the event that your status in this respect changes, you will immediately notify the Issuer in writing.
you, and any disclosed principal for whom the you are contracting hereunder, is a resident of Ontario, Québec, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick or Nova Scotia, and, if purchasing pursuant to the “accredited investor” prospectus exemption under Applicable Securities Laws, is an “accredited investor” as defined in National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) or, in Ontario, in Section 73.3 of the Securities Act (Ontario) and have duly and validly completed and signed an accredited investor certificate, and if you are an accredited investor by virtue of being a person other than an individual or investment fund that has net assets of at least CAD$5 million as shown on the your most recently prepared financial statements, you were not created or used solely to purchase or hold securities as an accredited investor; you covenant, confirm, and agree that you fully understand the meaning of the definitions, terms, and conditions of the applicable category(ies) of “accredited investor” in the accredited investor certification and that you have reviewed and understand any and all applicable definitions related thereto;
if required under Applicable Securities Laws, you have duly and validly completed and signed a risk acknowledgment form;
you have received, and have read and understood, a copy of each of the constating documents and the offering documents of any issuer prior to executing and delivering a Subscription Agreement, and have based the decision to invest in the Securities solely on the disclosures set out therein;
the decision to enter into a Subscription Agreement and to purchase Securities has not been based upon any verbal or written representation or documentation as to fact or otherwise made by or on behalf of any Issuer, its general partner, investment manager, trustee or any of their respective affiliates, except as set forth in the Issuer’s Offering Documents;
you have not received, read, nor been otherwise exposed to any advertising in respect of the Securities;
the Securities are being purchased for investment only and not with a view to resale or distribution and you are aware of the characteristics of the Securities and of its speculative nature, as well as of the fact that the Securities may only be transferred with the prior written consent of the Issuer or its investment manager and in accordance with the provisions of the formation documents of the Issuer and Applicable Securities Laws;
you have been independently advised as to, and are aware of, the resale restrictions under Applicable Securities Laws with respect to the Securities, including as set out in National Instrument 45-102 - Resale of Securities (“NI 45-102”), agree to comply with all Applicable Securities Laws concerning the purchase and any resale of the Securities and shall not transfer the Securities in whole or in part without prior approval, and hereby acknowledge that the following legend restriction is applicable to the resale of the Securities and will be placed on any certificate(s) representing the Securities (if any):
“Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) [the distribution date], and (ii) the date the issuer became a reporting issuer in any province or territory.”
you acknowledge that the Securities are being issued by Issuers that are not a “reporting issuer” or a “qualifying issuer” for purposes of NI 45-102. As the Issuers are unlikely to present intention of becoming a reporting issuer, you further acknowledge that you may never be able to resell the Securities;
you have such knowledge of financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment;
no advice was given by, or sought by you from, any Issuer, general partner, trustee, investment manager, partnership or trust offering Securities, or any of their respective officers, directors, employees, or agents as to the merits of an investment in the Securities;
you are aware of the characteristics of the Securities, of the nature and extent of personal liability, and of the risks associated with an investment in the Securities;
you are aware that, if you are using borrowed money to finance the purchase of the Securities, greater risk is involved than a purchase using cash resources only since your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the Securities declines;
you are aware that there are securities and tax laws applicable to the holding and disposition of the Securities;
you have sought and obtained independent legal, tax, and accounting advice regarding the purchase and sale of the Securities and the holding of the Securities under applicable securities and tax laws and are not relying solely upon any information from any Issuer, general partner, investment manager, trustee or, where applicable, their officers, directors, employees, or agents or the officers, directors, employees, or agents of any of their respective affiliates;
you acknowledge that no prospectus has been filed with any securities commission or other regulatory authority in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of Applicable Securities Laws, and, as a result:
you are restricted from using civil remedies that would otherwise be available,
you may not receive information that would otherwise be required to be provided, and
an Issuer is relieved from certain obligations that would otherwise apply;
you are not a designated beneficiary within the meaning of Part XXII.2 of the Tax Act;
all evidence of identity you provided is genuine and all related information furnished is accurate, and you acknowledge that due to anti-money laundering and anti-terrorist financing requirements operating within your jurisdiction, further identification or other information may be required before applications or transactions can be processed;
to the best of your knowledge the money that you seek to invest is not derived from any criminal enterprise or proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and regulations promulgated thereunder (the “PCMLTFA” and “PCMLTFR”, respectively);
if you are purchasing as agent for a disclosed principal, you have adopted and implemented anti-money laundering and anti-terrorist financing policies, procedures, and controls that comply and will continue to comply in all respects with the requirements of the PCMLTFA and PCMLTFR;
you represent and warrant that you are not named on or blocked by any of the following lists (the “Prohibited Lists”) promulgated by Public Safety Canada and Global Affairs Canada:
the Listed Terrorist Entities designated under the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada) found at https://www.publicsafety.gc.ca/cnt/ntnl-scrt/cntr-trrrsm/lstd-ntts/crrnt-lstd-ntts-en.aspx ;
Sanctions imposed by Canada on individuals or entities in specific countries under the United Nations Act, the Special Economic Measures Act or the Justice for Victims of Corrupt Foreign Officials Act found at https://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/types.aspx?lang=eng ;
Listed Persons under the United Nations Act found at https://laws-lois.justice.gc.ca/eng/regulations/SOR-2001-360/page-3.html ; and
the Consolidated Canadian Autonomous Sanctions List under the Special Economic Measures Act or the Justice for Victims of Corrupt Foreign Officials Act found at https://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/consolidated-consolide.aspx?lang=eng ;
you will execute and deliver all documentation as may be required by Applicable Securities Laws or by the investment fund, as the case may be, to permit the purchase of the Securities under the terms of the offering documents and you will deliver such releases or other documents for income tax and other purposes, if any, as from time to time may be required;
you have been informed of and accept all of the risks inherent in the investment in the Securities;
you are not acquiring the Securities hereunder with knowledge of any material fact about any Issuer that has not been generally disclosed;
except for the Offering Documents, you have not received or requested and do not have any need to receive, any other document describing an Issuer that has been prepared for delivery to and review by prospective subscribers and you are relying entirely upon the information provided in the Offering Documents, Subscription Agreement and constating documents of the Issuer, in order to assist you in making an investment decision in respect of the Securities;
you shall immediately notify Midasboard if you anticipate that any representation, warranty, or covenant made by you herein will cease to be correct or if you become aware that any such representation, warranty, or covenant has ceased to be correct.
All of your representations, warranties, agreements, certifications, covenants, and acknowledgments contained in these Terms of Use shall survive the completion of the purchase and sale of the Securities, and shall continue in full force and effect, and shall be deemed to be reaffirmed by you each time you make any capital contribution to an Issuer or receive any distributions from an Issuer, and any such capital contribution or acceptance of a distribution shall be evidence of such reaffirmation, and you undertake to notify immediately Midasboard of any change in any representation, warranty or other information relating to you set forth in these Terms of Use. The Subscriber shall provide to Midasboard such information and execute and deliver such documents as Midasboard may reasonably request from time to time to verify the accuracy of the representations and warranties herein or to comply with any law or regulation to which the Midasboard may be subject. Without limiting the generality of the foregoing, if there should be any change in the information provided herein, in your Account opening documentation or in any exhibit or schedule thereto at any time during your use of the Services, you will immediately furnish revised or corrected information to Midasboard in writing.
ACKNOWLEDGEMENTS
You, on your own behalf and on behalf of any disclosed principal for whom you are contracting, hereby acknowledge and agree that:
an investment is not without risk and you may lose your entire investment;
a subscription is irrevocable, except as provided by Applicable Securities Laws or under rights of rescission granted by the Issuer, if any, and requires acceptance by the Issuer;
the Securities will be issued in transactions that are exempt from the prospectus requirements and, where applicable, registration requirements, of Applicable Securities Laws, and no agency, governmental authority, regulatory body, stock exchange, or other entity has passed upon the investment fund or any offering documents nor has any of the foregoing made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, securities of the Issuer;
the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended or under any state securities laws;
you and any beneficial purchaser for whom you are holding the Securities are responsible for obtaining such legal and tax advice as such person considers appropriate in connection with the merits and risks of investment in the Securities, and applicable resale restrictions;
you understand that, if required by Applicable Securities Laws, a report of the sale of the Securities will be filed with the appropriate securities regulatory authority. You hereby acknowledge that pursuant to such a report an Issuer may be obligated to disclose, among other things, your identity and the particulars of your holdings in any investment. You hereby consent to such disclosure;
you understand that: (i) there is no right to demand any distribution from an Issuer; (ii) it is not anticipated that there will be any public market for the Securities; and (iii) it may not be possible to sell or dispose of the Securities; and
you acknowledge that, if you are or become named on, or blocked by, any Prohibited List, or if otherwise required by law, your investment may be frozen by prohibiting additional investments or segregating assets constituting the investment in accordance with applicable regulations, or you may be required to redeem your investment. You acknowledge your investment may be required to be reported to regulatory authorities and such report shall not be treated as a breach of any restriction upon the disclosure of information imposed by Canadian law or otherwise. In such event, you shall indemnify Midasboard against any resulting loss.
GENERAL PROVISIONS
You have the legal capacity and you agree to comply with these Terms of Use.
These Terms of Use, together with the Privacy Policy, the Cookie Policy and any Customer or Account Agreement signed by or agreed to by you constitute the entire agreement and understanding between you and Midasboard relating to your use and our provision of the Services.
You agree that Midasboard may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Site.
Both you and Midasboard acknowledge and agree that no partnership is formed and neither of you nor Midasboard has the power or the authority to obligate or bind the other.
IF YOU ARE A QUEBEC CONSUMER AS THE TERM IS DEFINED UNDER THE CONSUMER PROTECTION ACT (CQLR C P-40.1, THE LAWS OF THE PROVINCE OF QUEBEC AND THE LAWS OF CANADA APPLICABLE HEREIN SHALL GOVERN THESE TERMS OF USE AND THE COURTS OF THE PROVINCE OF QUEBEC SHALL HAVE EXCLUSIVE JURISDICTION ON ANY CLAIM ARISING OUT OF THESE TERMS OF USE. FURTHERMORE, IF YOU ARE A QUEBEC CONSUMER, THE BELOW CLASS ACTION WAIVER DOES NOT APPLY.
These Terms of Use are governed by the internal laws of the Province of Ontario, and the laws of Canada applicable therein, excluding any conflict of laws which would lead to the application of any other laws. By accessing the Site, you agree that any disputes arising under non-consumer protection statutes or non-consumer disputes shall be subject to binding arbitration. For consumer disputes or those arising under consumer protection statutes, you may elect to resolve such dispute through arbitration. You further agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with the Site and/or these Terms of Use, will be resolved individually, without resort to any form of class action, unless such term is prohibited by the Consumer Protection Act, or equivalent, in your province of residence. These Terms of Use operate to the fullest extent permissible by law.
Any notice to Midasboard shall be given in writing and sent by registered mail to Altrust Investment Solutions Inc., 150 King Street West, Suite 327, Toronto, ON M5H 1J9 or at such successor address as designated by Midasboard in its sole discretion from time to time.
The failure of Midasboard to comply with these Terms of Use because of an act of God, war, floods, fire, riot, terrorism, earthquake, actions of federal, provincial or local governmental authorities or for any other reason beyond the reasonable control of Midasboard (“Force Majeure”), shall not be deemed a breach of these Terms of Use.
If Midasboard fails to act with respect to your breach or anyone else’s breach of these Terms of Use on any occasion, Midasboard is not waiving its right to act with respect to future or similar breaches.
If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.
No e-mail address found on the Site may be harvested or otherwise used for purposes of solicitation.
Please note that both the English and French versions of these Terms of Use have equal legal value.
The French version of these Terms of Use is accessible here.
Veuillez noter que les versions anglaise et française de ces conditions d’utilisation ont la même valeur juridique. La version française des conditions d’utilisation est accessible ici.
CONTACT
If you have any questions or comments regarding these Terms of Use or have feedback, comments, requests for technical support and other communications relating to Services please contact us at support@midasboard.com.