LAST UPDATED: XXXX, 2022
1.1 Parties. Our website, accessible at www.Fractionuminvest.com (the “Website”) and our associated mobile app (the “Application”) and any and other associated software together form the Fractionum platform (the “Platform”). The Platform is owned and operated by Fractionum Portal Corp. DBA Fractionum (“Fractionum”, “us”, “we”, or “our”).
1.3 Fractionum Subsidiaries. You understand and acknowledge that Fractionum may operate through a number of affiliates or subsidiaries, including subsidiaries incorporated for the purpose of holding an interest in a Property (as that term is defined in section 3.1 below). You agree that these Terms form a binding agreement between you and such affiliates or subsidiaries, and in these Terms references to “Fractionum”, “us”, “we”, or “our” also include references to such affiliates or subsidiaries.
1.4 Use on Behalf of Entity. If you are using the Platform on behalf of a separate legal entity such as a corporation, then you affirm that you are an authorized representative or agent of that entity with the authority to bind such entity, and agree to these terms on behalf of such entity. In such a circumstance, both you and the entity will be bound by these Terms and the words “you” and “your” as used in these terms will refer to and apply to both you personally and the entity.
1.5 Age Restrictions. Persons who are below the age of nineteen (19) or below the age of majority in their jurisdiction are prohibited from accessing or using the Platform.
1.6 Modifications. We reserve the right in our sole discretion to modify these Terms, or any part thereof, at any time, by posting the modified version on our Platform or providing our users notice of such changes at the contact information they have registered with us. Such modification will become effective seven (7) calendar days after notice being provided. If you do not agree to be bound by such modifications, you must cease using the Platform.
2.1 Registration. To access our Products and to use certain areas of our Platform, you must first create an account (“Account“), which may involve registering a unique user name and password or logging into the Platform (the “Credentials“), and providing us with any other information we request.
2.2 Registration Data. During the registration process, you must provide accurate information about yourself as prompted by the Platform (the “Registration Data“). You must also update the Registration Data and to keep it up-to-date and accurate.
2.3 One Account per Individual. You may only have one active Account at one time. If you already have an Account on the Platform you may not register for another Account. Only individuals may register for an Account, and no corporations, partnerships or other legal entities may have an Account with us. We reserve the right to terminate any account if we suspect the account may be created on behalf of an organization rather than an individual, including by taking into account the domain of the email address used to open the Account.
2.4 Accounts May Not Be Transferred. Your Account may not be transferred, sold or otherwise encumbered in any manner. Your Account and Credentials are specific to you and may not be shared with any other person.
2.5 Security of Credentials. You are solely responsible for maintaining the confidentiality of your Account login Credentials and you will be held solely responsible for any losses you suffer as a result of your failure to maintain the confidentiality of your Credentials.
2.6 Account Access. Through functionality provided by the Platform you may provide other users who have their own Account access to certain features or functionality on your Account, including allowing them to view information that would only otherwise be visible to you, or make changes to your Account that only you would otherwise able to make. Without limiting Article 11 you agree that you are responsible for all actions taken by other users that you have provided access to your Account in this manner and we shall not be liable to you in any manner for the actions of such users in respect to your Account.
2.7 Communications with Fractionum. Fractionum may act upon any communication that is given through your Account. Fractionum is not required to verify the actual identity or authority of a person using your Account, but Fractionum may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Fractionum is not satisfied with the verification.
2.8 Ownership of Account. You expressly acknowledge that you have no right, title, or ownership interest of any nature to or in any Account, and your Account is not your property. Your Account is owned by Fractionum and is licensed to you on a limited basis pursuant to these Terms.
2.9 Suspension or Termination of Account. We may terminate or disable (either in full, or in respect to certain features) your Account at any time and for any reason or no reason whatsoever in our sole discretion without notice to you, including if you breach these Terms or we suspect you have done so, or that your Account’s security has been compromised.
2.10 Account Termination. You may terminate your Account by emailing us at [email protected] with your deletion request and following the instructions we provide you.
3.1 Property Information. The Platform may contain information about certain investment properties that are owned or may be purchased by us (the “Properties”), as well as plans relating to the management of these Properties. Any information relating to a Property on the Platform is provided for informational purposes only and does not constitute legal, financial, investment or any other type of advice and should not be relied on for any purposes, including determining the suitability of an investment in a Property. Without limiting the generality of the foregoing, we make no representations and warranties about any Properties except as set out in the Offering Documents (as that term is defined in section 3.2 below).
3.2 Offering Documents Individuals who have an Account in good standing may invest in a Property through functionality provided by the Platform. In order to invest you must agree to execute certain documents detailing the terms of such investment, including without limitation a Declaration of Trust, a Voting Trust or Pooling Agreement, confirmation of receipt of an Offering Memorandum, a Risk Acknowledgement form as well as other documents requested by Fractionum, in its sole discretion (the “Offering Documents”). In the event of any conflict between a term in the Offering Documents and these Terms or any information available on the Platform, the Offering Documents will take precedence. Before making any investment decision you should carefully review the Offering Documents and consult with legal counsel, as well as other advisors such as financial advisors and accountants.
3.3 No Solicitation. Information about any Property on our Platform shall not be considered an offer or solicitation to purchase an interest in that Property. Offers to purchase an interest in Properties may only be made by you if you are a qualified investor (as determined by us) and in receipt of the Offering Documents, through the use of the Offering Documents. Without limiting the foregoing, nothing on the Platform is intended to or constitutes an offer or solicitation to purchase securities to:
- any residents of Quebec or Saskatchewan;
- any person in the United States or to any “US Person” as such term is defined in the United States Securities Act, 1933 as amended; or
- to any person to whom such offer or solicitation is prohibited by the laws of the jurisdiction applicable to them.
3.4 Your Representations and Warranties. Without limiting section 3.2, by investing in a Property you represent and warrant that:
- you are over the age of nineteen (19) or the age of majority in your jurisdiction;
- you are not a non-resident of Canada as that term is defined in the Income Tax Act (Canada);
- you have carefully reviewed these Terms and the Offering Documents and understand the risks associated with making an investment in a Property.
3.5 Investment Risks. Without limiting the generality of section 3.2, you agree and acknowledge that:
- any investment made through the Platform carries a substantial risk, and you may lose the entire amount you invest;
- no regulatory agency or securities regulator has reviewed the Offering Documents or the merits of an investment in any Property;
- there is no guarantee that any Property in which you invest will be sold, allowing you to achieve a return on your investment; and
- there is no guarantee that any Property in which you invest will earn any rental income, or the amount of rental income set out on the Platform, allowing you achieve a return on your investment.
3.7 Termination of Account. In the event your Account is terminated or suspended, you will no longer be entitled to make any new investments through the Platform. Your ability to manage your current investments will not be affected, and will continue to be governed by these Terms and the Offering Documents.
WITHDRAWING AND DEPOSITING FUNDS
4.1 Fractionum Wallet. Upon creating a valid Account, the Platform will allow you to deposit funds in an online wallet associated with that Account (a “Wallet”). Funds may be deposited by Interac, EFT, Cheque, wire transfer, or such other method as may be determined by us. Unless otherwise specified by us, all funds deposited in a Wallet must be in Canadian Dollars. Funds held in your Wallet will not bear interest. An investment in a Property may only be made with funds you have first deposited in your Wallet.
4.2 Credits to Wallet. Any proceeds from an investment in a Property, including proceeds on sale of a Property or your share of any rental income for that Property, will be credited to your Wallet. If for any reason your investment funds are to be returned to you, including pursuant to the Investment Documents, the funds will be returned by crediting an amount equal to the amount to be returned to your Wallet.
4.3 Accurate Banking Information. You may withdraw funds from your Wallet at any time using functionality provided by the Platform. You must provide us accurate banking information for the transfer of your funds. Any funds will be transferred based on the information you have provided, and we will not be liable to you in any manner for any errors resulting from your failure to ensure the accuracy of the banking information associated with your Account.
4.4 Instant Funds. In the event that you attempt to deposit funds using the Instant Fund feature (the “Instant Deposit Funds”) as an Fractionum Charter, Believer or Accredited member, but for any reason the Instant Deposit Funds are not deposited into our account, we may, without prejudice to our other remedies hereunder: (a) cancel any purchases made using the Instant Deposit Funds without compensation to you, and (b) deduct an amount equal to the Instant Deposit Funds not deposited from the balance on your Wallet.
Fractionum CHARTER, BELIEVER OR ACCREDITED MEMBERSHIP
5.1 Fractionum Membership Tiers. If you have a valid Account, you may upgrade your membership by registering for an Fractionum Charter, Fractionum Believer member, or Fractionum Accredited member (if you qualify) by paying the subscription fees set out on the Platform. Being an Fractionum Charter, Fractionum Believer member, or Fractionum Accredited member will grant you will have access to certain features as further set out on the Platform for as long as you maintain such membership status. Please note that the features associated with our Charter, Believer, or Accredited membership may be changed or temporarily disabled by us at any time. A change in the features associated with Fractionum shall not entitle you to a refund, credit, or any other form of compensation in respect to your Fractionum Plus subscription.
5.2 Acceptance of Fractionum Membership. Your application to upgrade your membership to Charter or Believer or Accredited membership status will be accepted only if and when we send a confirmation email to the email address associated with your Account. We reserve the right to refuse your request to upgrade your membership to a Charter, Believer or Accredited membership for any reason. If we do not accept your order in whole or in part, we will refund any amounts paid by you to us for the order or part of the order not accepted and no contract will be formed with respect to such order.
5.3 Unauthorized Transactions and Membership Termination. . Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable law; you are solely responsible for any unauthorized, fraudulent, or erroneous transactions relating to the purchase of an Fractionum Charter, Believer, or Accredited membership subscription. Furthermore, in the event that your Account is terminated or suspended as a result of a breach or suspected breach by you of these Terms, you shall not be entitled to a refund in respect to the unused portion of your Fractionum Charter, Believer or Accredited membership subscription.
5.4 Refunds. If at any time during the term of your Charter, Believer, or Accredited membership subscription you wish to terminate the same, you may do so by contacting us through functionality provided through the Platform. Upon termination we will refund you in full the membership subscription fee you paid for your membership. For instance, if you terminate your membership with four (4) months remaining in a twelve (12) month membership term, your subscription fees will be fully refunded.
5.5 Recurring Billing. Upon purchasing an Fractionum Charter, Believer, or Accredited membership subscription, you will have access to the features associated with your membership level until the end of the subscription term you have chosen. Unless otherwise specified, you will be billed for your Fractionum Charter, Believer, Accredited membership subscription on a recurring basis, meaning that on the expiration of your current subscription period your payment method will automatically be billed the fees associated with renewing your subscription for a subscription term of a length equal to the expiring term. If you do not wish your subscription to renew on this basis you must cancel your Fractionum Charter, Believer, or Accredited membership subscription before the end of the subscription term you have chosen.
6.1. Program Eligibility. Fractionum members with an active Account may earn rewards (“Rewards”) by referring other individuals to create Fractionum accounts. The Rewards provided for such referrals are set out on the Platform. The Rewards may be changed by us at any time without notice to you. Members will be entitled to receive the Rewards posted at the time a referral is finalized pursuant to section 6.2 below. It is at Fractionums sole discretion to determine the make, model and type of reward that is issued.
6.2 Eligibility for Rewards. In order for a member to be eligible for the relevant Reward, the individual referred by the member (the “Referral”) must:
- Not have previously had an Account with us;
- be entitled to register for a valid Account in accordance with these Terms;
- take all steps necessary to register for an Account using the personal link provided by the Fractionum member providing such referral;
- have their application to open an Account be approved by us.
- Become a paid member
6.3. Restrictions. Use of the referral program is void where prohibited by law. We also reserve to terminate any Account or refuse to provide any Rewards in respect to a Referral if we have grounds to believe the Referral was fraudulent, or otherwise failed to comply with the terms of section 6.2 above.
USE OF THE PLATFORM
7.1 Restricted Users. Potential users of this Platform in any jurisdiction of the world whose laws would void these Terms in whole or in part are not permitted to use this Platform.
7.2 Prohibited Use. As a condition of your use of the Platform, you agree that you will not:
- use the Platform for any purpose that is unlawful under applicable law, tortious, or prohibited by these Terms, including any purpose that may be considered defamatory, discriminatory, fraudulent, or otherwise malicious or harmful to any person or entity or infringes, violates or misappropriates the intellectual property rights of any third party;
- impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;
- use or attempt to gain unauthorised access to any Account which is not your own, or any aspects of the Platform you are not authorised to access;
- access or attempt to access the Platform through automated queries including scrapers, spiders, robots, crawlers, indexing tools, or other automated tools for the purposes of obtaining information from the Platform in an automated manner;
- harvest or otherwise collect, use or disclose personal information about users of the Platform;
- mirror, frame, or otherwise simulate the appearance or functionality of the Platform;
- inhibit any person’s use or access of the Platform or impair any element of the Platform or its underlying infrastructure, including through accessing the Platform in a manner that could disable, overburden or place an unreasonable load on the Platform’s infrastructure;
- reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Platform or its content;
- upload to the Platform any content that is abusive, threatening, defamatory or disparaging towards us or any third party, or that encourages criminal conduct or provides instructions for such illegal conduct, or could otherwise expose Fractionum to any legal liability;
- upload to the Platform, or use the Platform to distribute, viruses, trojans, malware or other harmful software code of any nature;
- represent or suggest that we endorse any other business, person, product, or service unless we have separately agreed to do so in writing; or
- remove any intellectual property or proprietary property notices, including copyright and trademark notices, from the Platform.
7.3 Platform Availability. While we make commercially reasonable efforts to ensure that the Platform is available, we do not represent, warrant or guarantee in any way the Platform’s continued or uninterrupted availability. You acknowledge that access and use of the Platform may be subject to bugs, malfunctions, delays, and downtime.
7.4 Information on Platform. Fractionum reserves the right to monitor, edit, review or remove content from the Platform at any time, including User Content (as that term is defined in section 8.1 below). While we make reasonable efforts to ensure that the information available through the Platform is accurate, we do not represent, warrant or promise (whether expressly or by implication) that any such information is accurate, complete or free from errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information on the Platform is at your own risk.
7.5 Access to Platform. We do not represent the Platform will function as intended when used in conjunction with all hardware and with all software. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use the Platform.
8.1 Ownership of Materials. The Platform and materials provided on the Platform including, without limitation, the Fractionum Templates, content, images site design, text, graphics and the selection and arrangement thereof, are the intellectual property of Fractionum and Fractionum reserves all right to the same. Nothing in these Terms shall act as a license or assignment to such materials unless expressly specified by us. You may not copy, modify, create derivative works based upon, publicly display or otherwise commercially exploit the Platform or materials in any manner without our express written permission.
8.2 Trademarks. Fractionum and related words and logos are trademarks or trade names of Fractionum in Canada and other jurisdictions. Nothing in these Terms or on this Platform will be construed as granting a licence or other right to you to use any such trademarks or trade names. The names of other companies, products and services referred to on this Platform may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of Fractionum or of third parties is strictly prohibited.
8.3 User License. Subject to and conditioned on your compliance with these Terms, Fractionum hereby grants you a limited non-exclusive, non-sublicensable, non-transferable, revocable license to: (a) access and view the Platform and User Content (as that term is defined in section 8.1 below); and (b) download, install, and use the Application any other Platform software for the limited purpose of facilitating your personal use of the Platform. Such license is automatically terminated on termination of your Account for any reason.
8.4 DMCA. We respect the intellectual property rights of others and will quickly respond to any claims of copyright infringement reported in relation to the Website. If you find anything on the Website that you believe infringes your copyright or the copyrights of a party you are authorized to represent, please report the alleged infringement under the Digital Millennium Copyright Act (DMCA). To do so, please provide our copyright agent (“Copyright Agent”) with the following information:
- identification of the copyrighted work that you claim has been infringed;
- identification of the allegedly copyright infringing content our Platform that you desire to have removed or disabled;
- your contact information including name, address, email address, and phone number;
- a physical or digital signature of the true copyright holder or their authorized representative;
- a statement by you that you have a good faith belief that the use of the allegedly copyright infringing material is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the information in the DMCA Notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Our Copyright Agent may be reached at the following contact information:
Fractionum – Suite # 352 – 3381 Cambie Street Vancouver, BC, V5Z 4R3
Please be aware that pursuant to copyright laws of some jurisdictions, a person who knowingly materially misrepresents that material or activity is infringing may be liable for damages.
USER GENERATED CONTENT
9.1 User Content. Portions of this Platform allow you to post and exchange information with other users, as well as for the purposes of utilising your Fractionum Plus subscription (collectively “User Content“). User Content includes images, text, audio, and video, your Account details, any questions, comments or feedback you might have about the Platform, and any information or documents submitted by you to the Platform pursuant to your use of Fractionum Plus. You retain the copyright and any other rights you already hold in User Content. By Submitting User Content on our Platform, you grant the Fractionum a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) license to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, publish, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content License”). You represent, and warrant to Fractionum that you have all the rights, power, and authority necessary to grant the User Content License and that any User Content you submit to us or otherwise post on the Platform is and shall be your own original work or work which you are authorized to supply to us. You also irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content. You agree that Fractionum owns all data, information, materials, derivative works, and content derived or created from or using the User Content (“Derivative Content”).
9.2 Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Platform, is the sole responsibility of the person from whom it originated. This means that you, and not Fractionum, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Platform or Products; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Fractionum does not control the User Content posted via the Platform and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Fractionum responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Platform or Services.
9.3 Removal of Content. Please note that posted or transmitted User Content does not necessarily reflect the views of Fractionum, and Fractionum disclaims all responsibility for any such User Content and for any losses or expenses resulting from its use. You acknowledge that Fractionum does not pre-screen, monitor, or modify User Content, but that Fractionum has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Platform that violates these Terms, or is otherwise objectionable, in our discretion.
9.4 Data Security. You agree and acknowledge that the Platform is not a secure means of communication and any information or content you supply to us, including User Content will not be kept confidential. For that reason, you should not submit or send to us any information, written or oral, which you regard as confidential or commercially sensitive or valuable. You agree and acknowledge we shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of any information you provide to us.
9.5 Data Backup. While the Platform may provide for storage of User Content, it does not replace the need for you to independently maintain regular data backups or redundant data archives. You also agree and acknowledge that in the event your Account is terminated for any reason, Fractionum shall have no obligation to continue to store your User Content, and such content may be irretrievably deleted by us without notice to you. Without limiting article 11 you agree that Fractionum has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of your User Content.
9.6 Third-Party Rights Warranty. You represent, warrant, and covenant to Fractionum that your User Content do not violate the privacy rights, intellectual property rights, or any other rights, of any third party.
THIRD PARTY SERVICES AND CONTENT
REPRESENTATIONS AND WARRANTIES
11.1 Your Representations and Warranties. In addition to and not in derogation of any other representations and warranties you provide to us in these Terms, you represent and warrant to us that:
- you are at least eighteen (18) years old and have reached the age of majority in the jurisdiction where you reside;
- the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties;
- you are using the Platform in a jurisdiction where access to, and use of, the Platform (or any part thereof) is not prohibited or illegal;
- all information you provide to us is accurate and complete, including, without limitation, your age and residency information provided for your Credentials;
- your User Content does not violate the privacy rights, intellectual property rights, or any other rights, of any third party;
- you understand the contents of these Terms and have had the opportunity to obtain legal advice with respect to these Terms before agreeing to be bound by them; and
- you have the capacity and authority to enter into and perform your obligations under these Terms.
DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY
12.1 DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOU USE THE PLATFORM AT YOUR OWN RISK. THE PLATFORM INCLUDING THE ASSOCIATED PRODUCTS AND SERVICES AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Fractionum HEREBY DISCLAIMS ALL CONDITIONS OR WARRANTIES WHATSOEVER, WHETHER STATUTORY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE PLATFORM OR SUCH PRODUCTS AND SERVICES. WITHOUT LIMITING THE FORGOING, THE PLATFORM AND PRODUCTS AND SERVICES ARE PROVIDED WITHOUT STATUTORY, IMPLIED, OR EXPRESS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, CURRENCY, RELIABILITY, EFFECTIVENESS, USABILITY, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT THE PLATFORM WILL FUNCTION WITHOUT ERRORS, INTERRUPTION, OR DOWNTIME.
12.2 LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Fractionum OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SUBSIDIARIES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR OR RELATED TO LOSS OF PROFITS, LOSS OF REVENUES, PROPERTY DAMAGE, LOSS OF GOODWILL, USE, DATA LOSS, PERSONAL INJURY, LOST OPPORTUNITIES, DAMAGE TO REPUTATION, COMMERCIAL LOSS, FINANCIAL LOSS, OR ECONOMIC LOSS, OR INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR BASIS OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF Fractionum, OR Fractionum’S REPRESENTATIVES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Fractionum, AND ITS REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANYTHING WHICH RESULTS FROM:
- YOUR USE OF OR RELIANCE ON THE PLATFORM;
- YOUR INABILITY TO ACCESS OR USE THE PLATFORM DUE TO ANY CAUSE;
- YOUR RELIANCE ON CONTENT, THIRD-PARTY CONTENT, OR INFORMATION MADE AVAILABLE ON THE PLATFORM;
- YOUR USE OF PRODUCTS OR SERVICES SOLD OR MADE AVAILABLE THROUGH THE PLATFORM;
- YOUR INVESTMENT IN ANY PROPERTY THROUGH THE PLATFORM;
- ANY ACT YOU TAKE OR FAIL TO TAKE AS A RESULT OF YOUR USE THE PLATFORM;
- ANY OTHER MATTER RELATING TO THE PLATFORM.
12.3 Liability Cap. WITHOUT LIMITING THE GENERALITY OF SECTION 11.2, IN NO CIRCUMSTANCE WILL Fractionum OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY UNDER THESE TERMS EXCEED ONE HUNDRED CANADIAN DOLLARS IN ALL CASES.
12.5 Security Breach. Fractionum strives to keep your personal information, User Content, and Account safe from security breaches; however, we cannot guarantee the safety or security of your personal information, User Content, or Account. If you believe that a security breach is occurring, or will occur, you must notify us immediately. BY USING THE PLATFORM YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE Fractionum AND ITS REPRESENTATIVES FROM ALL AND ANY LIABILITY FOR ANY HARM, INJURY, LOSS, OR DAMAGES SUFFERED BY YOU AS A RESULT OF A SECURITY BREACH, FAILURE, OR SHORT COMING OF THE SERVICES.
12.6 Legal Limitation. Notwithstanding any other provision of these Terms, if applicable law limits or prohibits the application of sections 11.1 to 11.5, then Fractionum and its Representatives liability will be limited and excluded to the maximum extent permissible.
12.7 Indemnification. You agree to defend, indemnify, and hold harmless Fractionum and its Representatives (as that term is defined in section 11.2 above) from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, penalties, fees, expenses, and injuries arising or resulting from: (a) your use of the Platform; (b) your breach of these Terms; (c) any violation of any right of, or harm or loss of, any person caused by you; or (d) your violation of any law, regulation, order, or by-law. Fractionum reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Fractionum. You will co-operate as fully as reasonably required in the defense of any indemnified claim.
12.8 Reliance. You understand and agree that we are making the Platform available to you in reliance upon the limitations and exclusions of liability, indemnities, release, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination, suspension, or cancellation of your Account or suspension or termination of use of, or access to, Platform.
13.1 Mandatory Arbitration. Subject to section 12.2 below, you agree that in the event of any dispute between you and Fractionum arising out of or relating to these Terms or the relationship between any Fractionum and you, that you and Fractionum shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and Fractionum. If you and Fractionum do not reach settlement within a period of sixty (60) days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration in accordance with the Arbitration Act (Ontario). The place of arbitration shall be Toronto, Ontario, Canada, the number of arbitrators shall be one, and the language of the arbitration will be English.
13.2 Jurisdiction. If the courts or applicable law in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the Province of Ontario, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13.3 Class Action Waiver. You agree to waive any right you may have to commence or participate in any class action against Fractionum and you also agree to opt out of any class proceedings against Fractionum.
13.4 Trial by Jury Waiver. Where applicable, if a dispute arises between us and you, you waive any right you may have to participate in a trial by jury with respect to any dispute you may have with Fractionum.
15.1 Consumer Rights. Nothing in these Terms affects consumer rights that, pursuant to applicable law, cannot be limited or waived.
15.2 Termination by Fractionum. Fractionum may terminate these Terms or stop providing the Platform at any time in its sole discretion.
15.3 Survival. The sections titled “Intellectual Property,” “User Generated Content,” “Representations and Warranties,” “Disclaimer of Warranties & Limitations of Liability,” “Disputes” and “General” and any other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the termination or suspension of your Account.
15.5 Assignment. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, on written notice to you. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person.
15.6 No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.
15.7 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms are held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.
15.8 Headings. Headings are for convenience only and shall not affect the interpretation of these Terms.
15.9 Currency. References to dollar amounts in these Terms and on the Platform are in Canadian Dollars unless otherwise stated in writing.
15.10 Language. The parties acknowledge that they have required that the Terms, and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail.
15.11 Interpretation. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”.
15.12 Enurement. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
15.13 Notice. Any notices to be provided to Fractionum pursuant to these Terms may be provided by email at the following email address: [email protected].
15.14 Further Assurances. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Fractionum, to effect the purposes of these Terms and carry out its provisions.
15.15 Force Majeure. In no event will Fractionum be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Fractionum’s reasonable control, including acts of God, flood, fire, public health emergency, pandemic or communicable disease outbreak including the COVID-19 pandemic, earthquake, tsunami, war, terrorism, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including restrictions resulting from a health emergency, pandemic or communicable disease outbreak including the COVID-19 pandemic, such as quarantines or other governmental restrictions.
15.16 Relationship of the Parties. Each party to these terms is and shall remain at all times an independent contractor. Nothing in these Terms shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between you and Fractionum for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever.