Terms of Use

By accessing or using this website (the “Site”) of DiliCapital Corp. and its affiliates (collectively, “DiliCapital”), you hereby accept and agree to comply with these Terms and Conditions of Use. You acknowledge your understanding that these Terms and Conditions of Use constitute a binding agreement between you and DiliCapital (sometimes referred to as “we” or “us”) that governs your access and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site. PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS AND CONDITIONS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE AND ALL OTHER AGREEMENTS IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE OR OTHER AGREEMENTS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.

DiliCapital grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms and Conditions of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason DiliCapital may revoke your right to use all or any portion of the Site.

DiliCapital reserves the right to make changes to the Site and these Terms and Conditions of Use at any time without prior notice to you. For this reason, each time you use the Site, you should visit and review the then-current Terms and Conditions of Use that apply to your use of the Site.

You may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site. Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act DiliCapital may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably concludes that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software. “DiliCapital” is the trade name for DiliCapital Corp. Nothing on the Site shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Site. Anything transmitted to the Site by you becomes DiliCapital’s property and may be used by us for any lawful purpose. DiliCapital reserves all rights with respect to copyright and trademark ownership of all material on the Site, and will enforce such rights to the full extent of the law. Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by DiliCapital or by third parties who have licensed their materials to DiliCapital and are protected by U.S. and international copyright laws. The compilation of all Contents on the Site is the exclusive property of DiliCapital and is also protected by Canadian and international copyright laws.

We may collect certain aggregate and non-personal information when you visit the Site. We may collect this information through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain web sites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the Site features.

The information on this website is provided for informational purposes only. No Content or other material on the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of DiliCapital or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law. DiliCapital makes no representations that transactions, products or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Site do so at their own initiative and are responsible for compliance with local laws or regulations. While DiliCapital uses reasonable efforts to obtain information from reliable sources, DiliCapital makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Site obtained outside of DiliCapital. Certain information on the Site may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. DiliCapital undertakes no obligation to update publicly or revise any information herein, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Site are subject to change without notice. DiliCapital is not utilizing the Site to provide investment or other advice, and no information or material at the Site is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, Content or other materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance. DiliCapital does not advise on the tax consequences of any investment.

Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. No Warranty; Limitation on Liability: BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER DILICAPITAL NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER DILICAPITAL NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE MATERIALS OR SERVICES OFFERED IN THE SITE NOW OR IN THE FUTURE. DILICAPITAL AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.UNDER NO CIRCUMSTANCES WILL DILICAPITAL OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF DILICAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of DiliCapital has been advised of or should have knowledge of the possibility of such damages.

References on this Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or Content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Content of any third party sites, and do not make any representations regarding third party materials or services, or the Content or accuracy of any material on such third party sites. If you decide to link to any such third party sites, you do so entirely at your own risk.

Certain areas within the Site may allow you to participate in blog discussions and other forms of social networking. These blogs and social networks are accessible to other users, and any information posted in such areas can be read, collected, shared, or otherwise used by other users who access the Site. You are solely responsible for any information you choose to submit in these forums.

An unfortunate consequence our reputation is the misuse of our name, brands and reputation by imposters and frauds publishing fake web sites and engaging in “phishing” scams seeking personal or confidential information. When communicating with DiliCapital through digital media, please:

  • Confirm you are visiting a DiliCapital authorized web site.
  • Do not share your password and login ID with anyone, including anyone from DiliCapital. Certain DiliCapital web sites are private, available only to clients through secure log-in procedures. Apart from allowing you to use your password and log-in to enter an authorized web site, DiliCapital will never ask you for your password or log in information. (If you forget your password or login, we will issue you new ones.)
  • Do not communicate or deal with personnel who are not affiliated with an authorized office. All authorized office locations are listed on our contact page. No other office locations are authorized offices of DiliCapital.
  • Do not send e-mails to anyone with an address other than authorized DiliCapital e-mail addresses. DiliCapital only uses “@DiliCapital.com” for e-mail addresses. DiliCapital does not permit our employees and authorized representatives to send or receive work related e-mails from personal accounts or any other address.

If you have any questions about the above, please contact DiliCapital using our contact us page.

These Terms and Conditions of Use are effective unless and until terminated by either you or DiliCapital. You may terminate these Terms and Conditions of Use at any time, provided that you discontinue any further use of the Site. We also may terminate these Terms and Conditions of Use, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms and Conditions of Use by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under these Terms and Conditions of Use or otherwise.

As a condition of your use of the Site, you agree to indemnify and hold DiliCapital and its Associates harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney’s fees), as incurred, arising from your use of the Site or related services or from your violation of these Terms and Conditions of Use.

You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions of Use; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions of Use; and (iii) you will not delete any Content.

Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with DiliCapital (including without limitation any customer agreement, participation agreement or account agreement) (“Other Agreements”) if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreements, the Other Agreements will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions of Use. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

Headings used in these Terms and Conditions of Use are for reference purposes only and in no way define or limit the scope of the section. These Terms and Conditions of Use are governed by the laws of Ontario (except for conflict of law provisions). Any claim related to any dispute arising as a result of the Site or under these Terms and Conditions of Use will be made before a court of competent jurisdiction located in New York. If any provision of these Terms and Conditions of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of DiliCapital to act with respect to a breach of these Terms and Conditions of Use by you or others does not constitute a waiver and will not limit DiliCapital’s rights with respect to such breach or any subsequent breaches.

By using the Site, you agree that DiliCapital, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions of Use concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.

DiliCapital maintains a business continuity plan designed to allow the firm to continue serving clients in the event of a business disruption. Since the timing and impact of disasters and disruptions are unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information. Our business continuity plan addresses: data backup and recovery; all mission critical systems; financial and operational assessment; alternative communications with clients, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities to the extent held by or under the control of DiliCapital if we are unable to continue our business. DiliCapital recognizes three levels of business disruptions: Internal disruptions are those that would affect only DiliCapital’s offices (for example, an office fire). In the event of a serious internal disruption, operations typically will move either to an alternative DiliCapital location in that city or to another DiliCapital office. Local external disruptions are those that would affect Toronto or other DiliCapital locations (such as a blackout). In the event of a serious local disruption, operations will move to the contracted work space recovery site or to another DiliCapital office outside of the affected area. External disasters are those that would affect both the region and the securities markets, such as a significant terrorist attack. In the event of an external disaster in which we cannot access DiliCapital’s offices, the firm will either move operations to the contracted work space recovery site or to another DiliCapital office outside of the affected area or suspend operations for a period of time. In the event of a disaster or other incident affecting a DiliCapital third-party vendor, DiliCapital will follow the business recovery plan and directions of the affected vendor. DiliCapital expects to be in contact with the vendor regarding the status of its recovery effort. DiliCapital typically does not rely on any single source vendor. Third-party vendors conducting significant business with DiliCapital maintain their own business continuity plans.

If you cannot contact DiliCapital through normal channels, please check The DiliCapital Corp web site (www.diliCapital.com) for alternative means of communication. Contact Information: Dili Capital Corp. 1370 Don Mills Rd, Suit 203 Toronto, Ontario, M3B 3N7 Phone: +1 416 548 7876 Email: contact@dilicapital.com Web Site: www.dilicapital.com DiliCapital Corp.’s business continuity plan is subject to change at any time, in DiliCapital’s sole discretion.

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