Last updated: February 13, 2023
Effective date: February 13, 2023
1. BACKGROUND
These terms of use (the “Terms” or “Terms of Use”) govern your access of Perch Capital whether accessed: (a) on a computer connected to the internet at www.perchcapital.ca (the “Website”); (b) on Perch Capital social media properties; or (c) by mobile device (individually and collectively, (a), (b), and (c) are the “Product”), as owned and operated by Perch Capital GP Ltd, referred to in these Terms as “we”, “us” or the “Company”. These Terms govern the use of all persons using the Product, who have registered for the use of the Product, and are binding on any use of the Product, and apply to You from the time that You access the Product. For clarification, “You” includes terms such as “your” and “yourself”.
2. APPROVAL OF THE TERMS
It is important that You read these Terms carefully. If You do not agree to these Terms, please do not use the Product or browse the Website. By accessing or using the Product, You represent, warrant and signify that: (a) You are at least 18 years of age; (b) You have read, understood and agree to be bound by these Terms as they may be amended from time to time; and (c) You have read, understand and agree to our Privacy Policy, which can be accessed at www.perchcapital.ca/privacy (the “Privacy Policy”), the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy.
You may not use the Product nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).
3. DOCUMENTATION AND APPLICATION VALIDITY
In making an investor inquiry, you hereby agree that all information upon which the Company may rely on is to the best of your knowledge accurate, true, current, and complete. You further hold the Company harmless for any errors, omissions, fraud or misrepresentations in the information you provide us.
You consent to and hold the Company harmless for reporting any fraudulent information you provide to the authorities, including but not limited to the RCMP, local police, lenders and insurers.
4. MISCELLANEOUS
You will not exploit information on this website in any way that is competitive with, or damaging to, the Company‘s business.
The Company has the right to refuse, at any time, to do business with any current or prospective investor, for any reason that is not strictly and explicitly prohibited by law.
Territorial jurisdiction: You agree that these Terms of Use shall be governed by and construed in accordance with the laws of Canada, and may change without notice. The onus is on you to keep abreast of the latest Terms of Use on this page.
5. AMENDMENT
We may add to, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Product, which include but are not limited to the:
- scope of the features;
- timing of the features;
- software/hardware required for access to the Product; and
- geographic locations or jurisdictions in which certain features may be available.
We may amend the Terms without notice for non-material amendments. We will post the most current Terms on the Website and your use of the Product will be subject to the most current Terms as posted on the Website at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms. You hereby agree that the Company shall not be liable to You, your employee, or any other third party for any amendments to the Terms of Use.
6. TERMINATION
These Terms are effective on the date that You access the Product and will continue to apply until our relationship with You is terminated. Investors may terminate their relationship with us by redeeming their investments and borrowers after their mortgage is fully discharged. Note that aggregated data that is used by the Company to improve its services may not be deleted as a result of your termination. We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:
- if You have not adhered to any or all the provisions of the Terms or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
- if we have changed our Terms or Privacy Policy and have not received your required consent, subject to the amendment provision in this Agreement;
- if we are required to terminate the relationship by law;
- if we receive any notice of your misuse of the Product; or
- if provision of the Product is no longer commercially viable for us.
Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account and may delete all data and information associated with your account at any point after such termination.
7. USE OF THE PRODUCT
Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.
Prohibited Uses: You may use our Website, services, and products only for lawful purposes. You may not use our Website, services, or products in any manner that:
- breaches any applicable local, national or international law or regulation;
- may in any way be considered harassment to another person or entity;
- may in any way, is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect
- may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
- is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
- harms or attempts to harm minors in any way;
- will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; or
- will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers;
and any of the foregoing will result in immediate account termination.
You represent and warrant that You will not use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.
Moderation: You understand and agree that although the Company is not required to moderate your use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.
User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).You understand that when using the Product, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Product at your own risk.
8. INTELLECTUAL PROPERTY AND RIGHTS
Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Product and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which You may have access to when using the Product.
Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.
You are not required to provide the Company with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”). In the event that you do provide the Company with Feedback, the Company may use such feedback to improve the Product or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.
Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.
Rights to content provided by you: You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.
You also understand that in order for us to operate the Product, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.
9. DISCLAIMERS
The Product provided as-is: The Product is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product.
Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.
No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.
Monitoring: We do not accept any liability for monitoring the Website or for unauthorized or unlawful content on the Website or use of the Website by users.
No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.
Damage to hardware: Any material downloaded or otherwise obtained through the use of our services and products is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
Content provided to companies: You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Product.
10. LIMITATION OF LIABILITY
You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:
- any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
- your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
- communications received to you through your access to the Product;
- the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, User data, Cards, written reviews, pictures, or personal information;
- the use of the Product and any related applications including third party services;
- the use of any software related to the Product;
- viruses, spyware, service provider failures or internet access interruptions;
- loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
- any content relating to the use of the Product
even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Product within the last 3 months.
11. INDEMNIFICATION
To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.
You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.
12. GOVERNING LAW AND FORUM OF DISPUTES
By visiting the Website or using the Product, You agree that the laws of the country of Canada, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario.
Expenses: Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.
13. FORCE MAJEURE
You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
14. SEVERABILITY
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
15. HEADINGS
The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.
16. ASSIGNMENT OF AGREEMENT
You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
17. WAIVER
You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
18. SURVIVAL OF AGREEMENT
All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.
19. ENTIRE AGREEMENT
The Agreement will constitute the entire agreement between us and You with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Privacy Policy, the terms and conditions found herein shall prevail.
20. CONTACT
By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.
If You have any questions or comments regarding these Terms please contact our head office by email at investors@perchcapital.ca.
