1. Welcome

Welcome to https://capintel.com/ (the “Website”), the official website of CapIntel Inc. (hereafter referred toas “CapIntel”, “we”, “us”, and “our”) and which includes any text, pictures, media, data, information and other materials or content (collectively, the “Content”) and functionality or services (the “Services”) made available on or through such website (collectively, the “Website”). These Terms of Use (these “Terms”) govern access to and use of Website and form an agreement between CapIntel and you. The term “you” refers to the person or entity browsing, accessing or otherwise using the Website (“use” or “using” in these Terms will mean any of the foregoing) and where the person or entity is browsing, accessing or otherwise using the Website on behalf of an organization includes such organization.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE. BY USING THE WEBSITE IN ANY WAY OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE WEBSITE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MUST NOT ACCESS OR USE WEBSITE.

Except as otherwise set out herein, these Terms do not alter in any way the terms or conditions of any other agreement you (or the organization for which you are accessing the Services on behalf of) may have with us in respect of the Services or any other services, products or applications we may offer, including any enterprise agreement, software-as-a-service agreement or cloud services agreement between you (or the organization for which you are accessing the Services on behalf of) and us (collectively, a “SaaS Agreement”). For clarity, the following provisions of these Terms will not apply in the event of any conflict or inconsistency between the provisions of a SaaS Agreement and such provisions contained in these Terms: Subsection (d) of Section 3 (Customer Data), Section 4 (Subscription and Fees), Section 5 (Automatic Renewals); Section 6 (Scheduled Downtime; Modifications); Section 7 (Termination), Subsection (a) of Section 11 (Copyright and Intellectual Property), and Section 14 (Limitation of Liability). Notwithstanding the foregoing, a SaaS Agreement will not override or amend and the following provisions of these Terms will prevail in the event of any conflict or inconsistency between the provisions of a SaaS Agreement and these Terms: Section 8 (Prohibited Use), Section 9 (No Reliance), Section 10 (Links to Third Party Promotions, Content, Websites or Services) and Section 11 (other than Subsection (a) of Section 11) (Copyright and Intellectual Property).

2. Your Information

1. The security of your personal information is very important to us. Review our current privacy policy, available at https://capintel.com/privacy (“Privacy Policy”), which is hereby incorporated into and forms a part of these Terms, for important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”). Unfortunately, the transmission of information via the Internet is not completely secure. We cannot guarantee the security of any information, including any Personal Information, that you transmit to the Website and any such transmissions at your own risk.
2. Your provision of data (including Customer Data) and information (including registration information and Personal Information) in, to or through the Website or Services constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy. In order to use the Services, you must register in accordance with the terms and conditions of Section 2 (Registration and Credentials) and have a valid account. You represent and warrant that all information provided by you during the registration process or in the course of your use of the Website is and will be true, complete and accurate.

3. Registration and Credentials

1. Our Website and Services are offered solely for your own informational or commercial use and may not be used for any purpose other than your internal business purposes, including for any personal or household purposes. Our commitments with respect to delivery of the Services are set out in a SaaS Agreement, if applicable.
2. In order to register, you must make an account on our Website. To do this, you need to choose a pricing plan via our pricing page, available at: https://capintel.com/pricing, and complete a user profile. As part of the registration process, you will also be required to select a secure password to protect the integrity of your account. Once you have completed the registration process, CapIntel will need to accept your registration by activating your account in order for your account and registration to be valid.
3. Each account must strictly be used by one person or user only and any username, password, identifier, or any other piece of information chosen by you, or provided to you as part of our security procedures (“Credentials”), must be treated as confidential. Without limiting Section 2(e) below, sharing your account or Credentials, or allowing another person to have access to your account in any way, is prohibited and you are responsible for any misuse of your Credentials or unauthorized access to your account. We reserve the right at any time and from time to time, to disable or terminate your account or any Credentials in our sole discretion for any or no reason, including any violation of any provision of these Terms.
4. You agree to: (i) exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your Credentials or Personal Information; (ii) ensure that you logout from your account at the end of each session; and (iii) promptly notify CapIntel using the contact information at the bottom of these Terms of any actual or suspected unauthorized use of your account, compromise of the integrity of your password, or other breach of security.
5. You agree not to: (i) disclose your Credentials to any third party; (ii) provide any other person with access to this Website or portions of it using account or Credentials; or (iii) otherwise allow any third party to have access to your account in any way.

4. Customer Data

1. The term “Customer Data” means any data or information, including information contained in any database, template or other similar document, that you submit, post, publish, display or transmit (collectively, “submit”) to or through the Website or Services or otherwise provided by you to CapIntel in connection with the Services.
2. By submitting Customer Data, you represent and warrant to and covenant with us that:
   1. you own or otherwise control, and will continue to maintain, all necessary rights in and to your Customer Data, including any intellectual property owned by third parties and the right to grant the licenses to the Customer Data contained herein;
   2. your Customer Data will not contain any Personal Information in respect of which you have not 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 any Applicable Laws (as defined below), to transfer such Personal Information to us for the purposes described in these Terms and to grant the licence set out herein to us and our affiliates and service providers to the Customer Data;
   3. all Customer Data will comply with these Terms and with Applicable Laws and regulations and our use or disclosure of the Customer Data, and any use or disclosure of the Customer Data by our affiliates and service providers, in accordance with these Terms will not violate Applicable Laws or the rights, including any intellectual property rights, of any third party; and
   4. you will not submit, upload, or otherwise make available to us via the Website, Services or any other means, any Customer Data that:
      1. breach or violate these Terms or any Applicable Laws;
      2. infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or
      3. you do not have the rights necessary to use, transmit, publish, or to grant a license to us and our affiliates and service providers as described herein.
3. You are solely responsible for: (i) the accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Data; (ii) ensuring that our use of any Customer Data in accordance with these Terms will not violate the rights of any third party; and (iii) backing up all Customer Data on your local system, including all data, files and records that you submit to or receive from CapIntel. CapIntel is not responsible for backups and does not promise to perform regular data backups.
4. By agreeing to these Terms, unless agreed otherwise in a SaaS Agreement, you grant to CapIntel and CapIntel’s affiliates and service providers a non-exclusive, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, display, distribute, and otherwise disclose to third parties, modify, develop, access, collect, store and use the Customer Data: (i) as necessary to provide the Services to you; (ii) for our business purposes, including training, enhancing, developing, creating, improving and commercializing our systems and proprietary technology, the Website, the Services and our other products and services; and (iii) to generate aggregated data as described in our Privacy Policy.

5. Subscription and Fees

1. If you have signed up for our Service as part of a trial program or otherwise during a promotion where the Service is being offered for free during the course of the pre-determined trial period, we will inform you of the full subscription price that is payable after the trial period. Once the trial period is complete, your account will automatically renew at the fullsubscription price unless you cancel your subscription before the end of your free trial. To cancel your account, email support@capintel.com.
2. The cost of our Service will be disclosed on our sign-up pages or otherwise during the check-out process and may vary from time to time or by jurisdiction. You agree to pay the fees and applicable taxes at the rates notified to you at the time you create an account and purchase your monthly subscription. Some subscription services may only require a one-off transaction. The currency in which your subscription is payable will be specified during the order process, depending on the service and/or your country of residence. Eligibility for any discounts or promotional offers will be determined at the time you subscribe and cannot be changed during the term of your subscription. We will always tell you in advance of any increase in the price of your subscription, and you will always have the option not to continue with the new pricing structure and to cancel your account in these circumstances.
3. You will be charged a subscription fee at the intervals that you selected at the time of checkout. You will continue to be billed automatically and payments for the Service and any associated fees and taxes will continue to be processed on the credit card number that you provided when you initially created your account.
4. You must promptly notify CapIntel if your credit card information changes or the payment information that you provided to use the Service is no longer valid. In the event that any fees or charges that have been billed to your credit card have been denied, CapIntel shall have the right to immediately suspend your account and terminate your access to the Service.

6. Automatic Renewals

1. We may choose not to renew your subscription by sending a notice of non-renewal at any time during your subscription term to the e-mail address set up in your profile. You will be deemed to have received this notice, whether or not you saw it and regardless of whether the e-mail address initially provided by you continues to be valid. In the event of such a notice, your subscription will cease and will not automatically renew at the end of your then-current subscription term.
2. In the event that your subscription is renewed, CapIntel may provide you with notice of such renewal by sending an email to the email address that you provided when you registered for the Services. Notwithstanding the foregoing, you understand that, unless: (i) you notify us that you wish to terminate your subscription before the end of your then-current subscription term; or (ii) we notify you of our decision to not renew your subscription in accordance with Section 5(a) above, your subscription will continue to automatically renew for successive terms of the same duration and your credit card will be charged for each such renewal at the subscription fee in effect at the time of that renewal.

7. Suspension of Access; Scheduled Downtime; Modifications

1. Except where prohibited by Applicable Law, we reserve the right from time to time and in our sole discretion, without limiting any of our other rights or remedies at law or in equity or under these Terms, to:
   1. suspend your access to or use of the Website or Services at any time, without notice:
      1. for scheduled maintenance;
      2. due to any event or circumstances beyond our reasonable control;
      3. if we believe in good faith that you have violated any provision of these Terms;
      4. to address any emergency security concerns; or
      5. if required to do so by a governmental or regulatory body or as a result of a change in Applicable Law;
   2. discontinue or modify the Website or Services, including by changing, withdrawing or terminating the information, materials, and Content on the Website, at any time, without notice; and
   3. make any modifications to these Terms by posting a new version to the Website, which will be effective immediately upon posting and apply to all access to and continued use of the Website and Services.
2. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.
3. You agree to monitor the Website for any modifications and your continued access to or use of the Website after any changes to these Terms indicates your acceptance of such changes. If you do not agree to any changes that have been made, you must contact CapIntel customer support at support@capintel.ca to close your account and immediately stop using the Website.

8. Termination

1. You may terminate your agreement to these Terms by contacting CapIntel customer support at support@capintel.ca to close your account.
2. We may terminate these Terms and your access to all or part of the Website or Services: (i) at any time by providing at least 30 days’ notice to you via our website or by sending an email to the e-mail address set up in your profile; or (ii) immediately, in addition to other relief, if we believe in good faith that you have violated any provision of these Terms, with or without notice to you.

9. Prohibited Use

1. In addition to the requirements set forth in other sections of these Terms, you agree not to access or use the Website or Services for any purpose not expressly authorized by these Terms. As a condition of your access and use, you agree that you may use the Website only for lawful purposes and in accordance with these Terms. You are solely responsible for any use of the Website, activities or charges to your payment information that arise on your account.
2. Without limiting the foregoing, you represent, warrant and agree that you will not:
   1. submit Customer Data or use the Website in a way that violates any applicable federal, provincial, local, or international law or regulation, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, treaty, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline issued by a governmental or regulatory authority or otherwise having the force of law, including, without limitation, any applicable laws regarding the export of data or software, legal rights (including the rights of publicity and privacy of others), or patent, trademark, trade secret, copyright,or other intellectual property (“Applicable Law”) or these Terms;
   2. submit Customer Data or otherwise transmit or upload to the Website or Services content that:
      1. contains any material that could give rise to any civil or criminal liability under Applicable Laws or that otherwise may be in conflict with these Terms or our Privacy Policy;
      2. includes or contains any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in our sole discretion;
      3. contains or promotes false, inaccurate, or misleading information;
      4. constitutes an advertisement or solicitation of business of any kind, including but not limited to, spam, chain letters, and pyramid schemes;
      5. contains or constitutes software, computer programs, or routines of any kind, including but not limited to, viruses, bots, worms, spiders or offline readers;
      6. attempts to gain access to unauthorized content, including content that has not yet been made available to the public, enables hacking or permits any automated device, program, tool (including but not limited to robot, bot, spider, deep-link, other data-mining or harvesting processes) or any manual process that in any way would facilitate access, or allow the acquisition, copying, or monitoring of any portion of the Website, including all data and networks, without the prior express written consent of CapIntel;
      7. copies or distributes any part of the Website or Service in any medium without CapIntel’s prior written authorization;
      8. modifies, reverse-engineers, disassembles, decompiles or stores any content, data, software or any portion of the Website, for any reason, including for the purpose of competing with CapIntel and its affiliates, or distributing content for a commercial use;
      9. collects or harvests any information about others, including but not limited to, users’ e-mails, passwords or other account information or Personal Information from the Website or a related Service; or
      10. solicits, for commercial purposes, any users of the Website and Service;
   3. use any communication systems provided by the Website and Service for any commercial solicitation purposes;
   4. in any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website;
   5. use the Website or Services in a manner that involves:
      1. stalking, attempting to exploit or harm any individual in any way by exposing them to inappropriate content or otherwise or ask for Personal Information as prohibited under Applicable Laws;
      2. any attempt to disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Website, including a denial of service attack; or
      3. impersonating or attempting to impersonate CapIntel, a CapIntel employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
      4. transmitting, or procuring the sending of, any advertisements, promotions or sales or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
      5. encouraging any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm CapIntel or users of the Website or expose them to liability;
      6. promoting any illegal activity, or advocating, promoting, or assisting any unlawful act; or
      7. giving the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
3. Notwithstanding this Section 8, CapIntel grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases.

10. No Reliance

The Content is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Website. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. Your use of the Website is at your own risk and neither the us nor our parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Website.

11. Links to Third Party Promotions, Content, Websites or Services

The Website may contain links to third party promotions, offers, content, websites, services or other resources. We do not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, or services, or to access the Website from such systems, you do so entirely at your own risk and subject to separate terms of use. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources.

12. Copyright and Intellectual Property

1. We acknowledge and agree that, as between you and CapIntel, you are the owner of and retain exclusive rights, title and interest in and to the Customer Data. You acknowledge and agree that we may use Customer Data in accordance with these Terms, including the license set out in Section 3(d), the Customer Data does not contain confidential or proprietary information, and we are not under any obligation of confidentiality with respect to the Customer Data.
2. We, or our licensors and service providers, as applicable, retain all ownership and intellectual property rights in and to: (i) the Website and Services; (ii) anything developed or delivered by us or on our behalf under these Terms; and (iii) any modifications to the foregoing (i) and (ii).
3. The Website, Services, all Content made available through the Website or Services, including, without limitation, any computer code, design, text, drawings, photographs, graphics, sound recordings and video recordings, as well as any copyrights, trademarks, service marks, logos, patents, trade names or other intellectual property or proprietary rights comprising the Website and Services, or any component or element of the Website and Services, and all materials provided by us hereunder are: (i) made available or licensed and not “sold” to you; and (ii) protected by Canadian, U.S. and international copyright law.
4. The term “CapIntel” is our trade name and trademark. Any trademarks, graphics or logos appearing on or in the Website or Services are our exclusive property and may not be used in any manner without our express written consent.
5. To the extent that you submit ideas, suggestions, documents, or proposals regarding the Website or Services to us (“Feedback”), you acknowledge and agree that: (i) the Feedback does not contain confidential or proprietary information and we are not under any obligation of confidentiality with respect to the Feedback; and (ii) we will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use. You waive any moral rights or other rights of authorship as a condition of submitting any Feedback.
6. All rights not expressly granted by us to you under these Terms are reserved.

13. Malicious Code and Security

1. The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Website is compatible with your computer system or that the Website, or any links from the Website, 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, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Website.
2. You agree that you will not: (i) circumvent, disable or otherwise interfere with related features of the Website, Services or their security features, including those that prevent or restrict use or copying of any Content or enforce limitations on use of the Website, Services or the Content therein, and (ii): otherwise attempt to circumvent or violate the security of the Website, including without limitation: (A) accessing Content that is not intended for you; (B) attempting to breach or breaching the Website security or authentication measures; (C) restricting, disrupting or disabling service to the Website users, hosts, servers or networks by any means, or (D) otherwise attempting to interfere with the proper working of the Website, including but not limited to by introducing any material that is malicious or technologically harmful.

14. Disclaimers

1. GENERAL DISCLAIMER. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION, THAT THE WEBSITE, SERVICES OR THE SERVER THAT THE WEBSITE AND SERVICES ARE AVAILABLE ON WILL BE ERROR-FREE, INCLUDING DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR SERVICES. THE WEBSITE AND SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY US TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ALL USE OF THE WEBSITE AND SERVICES IS AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE WEBSITE.
2. DISCLAIMER OF WARRANTIES. WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY CONTENT, DATA OR INFORMATION PROVIDED OR MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER AND YOU AGREE TO ACCEPT ANY RISKS ASSOCIATED WITH THE USE OF THE SERVICES ON AN ONLINE PLATFORM, INCLUDING, BUT NOT LIMITED TO, EXPOSURE TO VIRUSES,OR DAMAGING OR DISABLING CODE.

15. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE AND ANY RELATED SERVICES REMAINS WITH YOU. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF: A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR TERMINATION OF THESE TERMS.

CAPINTEL AND ITS AFFILIATES AND SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ANY OF CAPINTEL’S LICENSORS, LICENSEES, SUCCESSORS, ASSIGNS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING AND/OR UPDATING THE WEBSITE, SERVICES OR ANY CONTENT THEREIN (COLLECTIVELY, THE “CAPINTEL RELATED PARTIES”) DISCLAIM ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS,LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OTHER INTANGIBLE LOSSES, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, OR THE COST OF SUBSTITUTE EQUIPMENT FACILITIES OR SERVICES RESULTING FROM OR IN CONNECTION WITH: (A) ANY USE OF, OR INABILITY TO USE THE WEBSITE, THE SERVICES, CONTENT OR OTHER MATERIALS IN OR ASSOCIATED WITH THE WEBSITE AND SERVICES; OR (B) ANY OTHER MATTER RELATING TO THE WEBSITE, SERVICES, CONTENT, CUSTOMER DATA, THIRD PARTY SOFTWARE, THIRD PARTY PLATFORMS OR OTHER MATERIALS IN OR ASSOCIATED WITH THE WEBSITE AND SERVICES, IN EACH CASE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND WHETHER OR NOT THE CAPINTEL RELATED PARTIES HAVE BEEN ADVISED OF, OR COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IN NO EVENT WILL THE CAPINTEL RELATED PARTIES’ TOTAL LIABILITY FOR ANY AND ALL CLAIMS IN AGGREGATE IN CONNECTION WITH OR UNDER THESE TERMS EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CAPINTEL UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

16. Indemnification

1. You shall release, defend, indemnify, and hold the CapIntel Related Parties harmless from and against any claims, causes of action, demands, recoveries, liabilities, damages, losses, fines, penalties, expenses or other costs, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
2. Customer Data, including any claim that the Customer Data (or any part thereof) infringes the rights of any third party, including intellectual property rights;
3. your access to or use of the Website or Services (except to the extent prohibited by Applicable Law);
4. your violation of Applicable Law or the rights of a third party, including any intellectual property or privacy rights;
5. your violation of these Terms or any documents referenced herein; or
6. any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Website, Services, or any component thereof.
7. We reserve the right, at our own cost, to assume the exclusive defence and control of any matter otherwise subjectto indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this Section 15 (Indemnification) will survive any termination of your account, these Terms or your access to the Website or Services.

17. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada and of the laws of Canada applicable therein without regard to its choice of law or conflicts of law principles. You agree that any dispute is to be submitted to a court of competent jurisdiction in the City of Toronto, Province of Ontario, Canada. You will only use the Website in jurisdictions where the Website may lawfully be used. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

18. Dispute Resolution

If you believe that we have not adhered to these Terms, please contact us using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

19. Entire Agreement; Severability

1. Subject to the Privacy Policy and any other agreement or term that may apply, these Terms and any SaaS Agreement, to the extent applicable, constitute the entire agreement between you and CapIntel regarding your use of the Website, Services and any other subject matter herein. If any portion of these Terms is declared or held unlawful, invalid, or unenforceable, then such portion of these Terms shall be deemed severed herefrom and shall not affect the validity or enforceability of the remainder of these Terms.
2. We may, from time to time, offer you the opportunity to participate in or use other special services, events, contests, and so forth, both on and off the Website. By participating in any such special service, you agree to any and all special terms set forth in connection with any such service, in addition to these Terms.

20. Waiver

Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

21. Headings

The section/paragraph headings appearing in these Terms are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect such section/paragraph.

22. Assignment

You will not assign these Terms to any third party without our prior written consent. We may assign these Terms or any rights under these Terms to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms will be binding upon permitted assignees. These Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

23. Enurement

These Terms are binding upon and shall enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You shall not assign or transfer your rights or obligations hereunder or otherwise without our prior written consent, which consent shall be at our sole discretion.

24. Data Provider

“The THOMSON REUTERS Kinesis Logo and THOMSON REUTERS are trademarks of Thomson Reuters and its affiliated companies in the United States and other countries and used herein under license.”

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