Togetherise Terms of Use

1. Acceptance of Terms

By accessing or using the Togetherise platform (the “Service”), you agree to comply with and be bound by these Terms of Use, including the Privacy Policy and any additional terms referenced herein or incorporated by reference. This agreement constitutes a legally binding contract between you and Togetherise regarding your use of and access to the Service. Togetherise reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time by posting a notice on the platform or by sending you an email. Your continued use of the Service following any changes to these Terms of Use constitutes your acceptance of those changes.

2. Eligibility

You represent and warrant that you are at least the legal age of majority in your province or territory of residence, or in any event, at least eighteen (18) years of age, and are fully capable of entering into a legally binding contract. You also agree that all registration information you submit is accurate, truthful, and up-to-date. Togetherise may, at its sole discretion, refuse to offer the Service to any person or entity and may change its eligibility criteria at any time. Access to the Service is revoked where prohibited by law.

3. Modification of Terms

Togetherise reserves the right, at any time, to modify, suspend, or discontinue the Service (or any part thereof), including the availability of any feature, database, or content, without prior notice or liability. Togetherise may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes will constitute your acceptance of those changes.

4. Acceptable Use

You agree not to use the Service for any purpose that is unlawful or prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service. For purposes of these Terms of Use, the term “Content” includes, without limitation, any user submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Togetherise or its partners on or through the Service.

Specifically, you agree not to:

  • Upload, post, or transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party. Post content that you know is false, misleading, or inaccurate

  • Post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another’s privacy.

  • Distribute unsolicited or unauthorized advertising, junk mail, spam, or chain letters.

  • Upload or transmit any software viruses or other harmful computer code.

  • Impersonate any person or entity, including any employee or representative of Togetherise.

  • Use the Service to conduct any illegal activity, including but not limited to money laundering or fraud.

You shall not take any action that imposes an unreasonable or disproportionately large load on Togetherise’s infrastructure, interfere with the proper working of the Service, or attempt to gain unauthorized access to any part of the Service.

5. Registration

You may browse the Togetherise platform and view content without registering; however, as a condition to using certain aspects of the Service, you may be required to register with Togetherise and select a User ID and a password. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in the immediate termination of your Togetherise account.

You agree not to:

  • Select or use a User ID or domain name of another person with the intent to impersonate that person.

  • Use a User ID or domain name subject to any rights of a person other than yourself without appropriate authorization.

  • Use a User ID or domain name that is otherwise offensive, vulgar, or obscene.

Togetherise reserves the right to refuse registration of, or cancel a User ID and domain name at its discretion. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You shall never use another user’s account without their express permission. You will immediately notify Togetherise in writing of any unauthorized use of your account or other account-related security breaches.

6. Third-Party Sites

The Service may contain links to third-party websites or resources. These third-party sites are not under Togetherise’s control, and you acknowledge that Togetherise is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any link does not imply endorsement by Togetherise. You agree that Togetherise shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such website or resource.

7. Content and License

You agree that the Service contains content specifically provided by Togetherise or its partners and that such content is protected by copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Service.

By submitting content to Togetherise, you grant Togetherise a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, publish, and distribute such content in any media formats and through any media channels in connection with the Service. You retain ownership of all rights, title, and interest in and to your content, but you grant Togetherise the rights necessary to perform the Service.

8. Third-Party Intellectual Property — Copyright Notifications

Togetherise respects the intellectual property rights of others and expects its users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide a written communication to [email protected] that includes the following:

  • A physical or electronic signature of a person authorized to act on behalf of the copyright owner.

  • A description of the copyrighted work that you claim has been infringed.

  • A description of where the material that you claim is infringing is located on the platform.

  • Your address, telephone number, and email address.

  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

9. Intellectual Property Rights —User Submissions

As a Request /Project/Campaign/Offering Organizer, you represent and warrant that you have all necessary rights and licenses to submit and upload content to the Togetherise platform. You grant Togetherise a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, publish, distribute, and display your content in connection with the Service.

You acknowledge that all content and user submissions accessed by you through the Service are at your own risk, and you will be solely responsible for any damage or loss to any party resulting from your access or use of such content or user submissions.

Togetherise does not guarantee that any content or user submissions will be made available on the platform and reserves the right to remove or block any content or user submissions at its sole discretion.

10. Investment Opportunities

Togetherise may offer investment opportunities to users that are only available to pre-qualified individuals or institutions. These opportunities are offered through an exemption from prospectus requirements under Canadian securities laws. Togetherise does not offer investor services outside of Canada, and the information provided on the platform is not intended as an offer or solicitation to purchase securities in any jurisdiction where such an offer or solicitation is prohibited by law.

Users should be aware that investment opportunities listed on the platform do not constitute financial, legal, or tax advice. You are encouraged to consult with your financial, legal, and tax advisors before making any investment decisions. Suitability assessments will be conducted before any investment instructions are accepted.

11. Investment Opportunities

You acknowledge and agree that you will be solely responsible for any content posted to the Togetherise platform by you, including but not limited to any events, news items, photos, videos, or comments (“User Content”). Togetherise will not be liable in any way for any such User Content submitted by you.

You further agree that you will not:

  • Submit any User Content that is harassing, abusive, threatening, harmful, libelous, or defamatory, or that encourages conduct that could constitute a criminal offense or give rise to civil liabilities.

  • Submit any User Content protected by intellectual property laws or by rights of privacy unless you own the rights or have received all necessary consents.

  • Submit any User Content that contains a virus or other harmful components.

  • Engage in activity that interferes with or disrupts the use of the platform by other users.

  • Submit any User Content that encourages illegal activities or provides instructional activities about such illegal activities.

  • Make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity.

Togetherise reserves the right to edit, limit, or remove any User Content at its sole discretion. However, you shall remain solely responsible for any User Content you submit or post.

12. Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Service (“Submissions”) provided by you to Togetherise are non-confidential and shall become the sole property of Togetherise. Togetherise will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

13. Electronic Signatures

At certain times during your use of the Service, you may be requested to accept or decline or otherwise acknowledge certain terms and conditions, agreements, notices, and/or disclaimers. You may also be asked to employ an electronic signature, such as typing your name or clicking a button to signify acceptance. In each instance, you agree that your action constitutes an electronic signature for the purposes of your use of the Service. The electronic record thereof will be considered conclusive evidence of you having accepted, declined, or otherwise acknowledged such matter.

14. Third-Party Information

Any third-party content, data, or publications made available through the Togetherise platform are provided for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including program hosts, information providers, or any user of the platform, are those of the respective author(s) or publisher(s) and not of Togetherise. Togetherise disclaims any warranty or representation, either express or implied, that the information in such publications is accurate or complete.

15. Termination

Togetherise may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your account, you may do so by following the instructions on the platform. Upon termination, all licenses granted to you under these Terms of Use will immediately cease, and you must promptly discontinue use of the Service. Any fees paid hereunder are non-refundable.

16. Warranty Disclaimer

The Togetherise platform is provided on an “as is” and “as available” basis, without any warranties, express or implied. Togetherise does not guarantee that:

  • The Service will meet your requirements.

  • The Service will be uninterrupted, timely, secure, or error-free.

  • The results obtained from the use of the Service will be accurate or reliable.

  • Any defects or errors in the Service will be corrected.

Togetherise disclaims all warranties, including the implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusions may not apply to you.

17. Limitation of Liability

In no event shall Togetherise, nor its directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the Service:

  • For any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind.

  • For any bugs, viruses, Trojan horses, or the like (regardless of the source of origination).

  • For any direct damages.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

18. International Use

Accessing the Service is prohibited from territories where such content is illegal. If you access the Service from other locations, you do so at your own risk and are responsible for compliance with local laws. Currently, Togetherise only serves TBA companies and TBA investors.

19. Privacy and Personal Information

For information about how Togetherise collects, uses, and discloses personal information, please review our Privacy Policy at [Privacy Policy Link]. By using the Service, you consent to the collection and use of your personal information as described in the Privacy Policy.

20. Electronic Delivery/Notice Policy and Your Consent

By using the Service, you consent to receive from Togetherise all communications, including notices, agreements, and legally required disclosures, electronically. Togetherise may provide such electronic communications by posting them on the platform or by sending an email/SMS to the address/number you provided. If you wish to withdraw your consent to receive electronic communications, you must discontinue your use of the Service.

21. Governing Law

These Terms of Use and any other policies or guidelines incorporated by reference shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or relating to these terms or your use of the Service shall be filed only in the provincial courts located in Toronto, Ontario, or federal courts located in Ottawa, Ontario, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

22. Indemnification

You agree to defend, indemnify, and hold harmless Togetherise, its affiliates, and each of its and their respective employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of the Service, your violation of these Terms of Use, or any infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

23. Integration and Severability

These Terms of Use constitute the entire agreement between you and Togetherise regarding the use of the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Togetherise with respect to the Service. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.

24. Miscellaneous

Togetherise shall not be liable for any failure to perform its obligations where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. These Terms of Use are personal to you and are not assignable or transferable by you except with Togetherise’s prior written consent. Togetherise may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and neither party has any authority of any kind to bind the other in any respect.

25. Contact Information

For any questions or concerns regarding these Terms of Use, please contact us at [email protected].

Last updated: 2024-08-15