Terms of Use

 

Last Updated: May 16, 2018

The following terms of use (the “Terms of Use”) govern your access to and use of: (a) our proprietary platform that facilities the issuance of securities in Token form (the “Finhaven Platform”); (b) a cryptocurrency wallet made available through the Finhaven Platform for the storage of units of securities represented in cryptographic token form on a blockchain (the “Tokens”); (c) our Finhaven membership and loyalty program; (d) our loyalty points (“FIN Points”); and (e) all other products or services provided by us to you in connection with the foregoing (collectively, the “Finhaven Solution”). These Terms of Use form an agreement between Finhaven Technology Inc. (“Finhaven”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity accessing or otherwise using the Finhaven Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE FINHAVEN SOLUTION, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE 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 IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU ARE USING THE FINHAVEN SOLUTION ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

IF YOU ARE AN EMPLOYEE OR INDEPENDENT CONTRACTOR THAT IS ACCESSING OR USING THE FINHAVEN SOLUTION ON BEHALF OF AN ISSUER, YOU MAY NOT ACCESS OR USE THE FINHAVEN SOLUTION UNLESS THE ISSUER HAS ENTERED INTO A MASTER SERVICES AND PLATFORM AGREEMENT WITH US. PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, PARTICULARLY THE DISCLAIMERS IN SECTION 12.

1. Definitions

  1. “Finhaven Member Program Terms” means the terms and conditions that govern the Finhaven Program operated by Finhaven.
  2. “FIN Point Suite of Agreements” means the Finhaven Member Program Terms, Terms of Use, Privacy Policy, and FIN Points Sale Terms and Conditions.
  3. “FIN Points Sale Terms and Conditions” means the terms and conditions that govern the sale or transference of FIN Points.
  4. “Privacy Policy” means the document that explains how Finhaven handles any personal information gathered in the use of Finhaven Solutions.

2. Changes to these Terms of Use and Finhaven Solution

 Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time without notice. Your continued access to or use of the Finhaven Solution after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly. We reserve the right to change the Finhaven Solution at any time, without notice.

3. Access to the Finhaven Platform

We will use commercially reasonable efforts to make available the Finhaven Platform to you in accordance with these Terms of Use. Notwithstanding the foregoing, we retain the right, at our sole discretion, to deny you access to the Finhaven Platform, at any time and for any reason, including for violation of these Terms of Use, for scheduled maintenance or to address any emergency security concerns. 

If you are using this Finhaven Solution as, or on behalf of, an issuer (an “Issuer User”), additional terms and conditions contained in the Master Services and Platform Agreement between Finhaven and the issuer will apply to you. A copy of the relevant terms and conditions from the Master Services and Platform Agreement between the issuer and Finhaven will be made available on request. If you are using the Finhaven Solution as a member (a “Member User”), additional terms and conditions in the Membership Agreement will apply to you. Please click here to review our current Membership Agreement: https://members.finhaven.com/terms

For greater clarity, you may be both an Issuer User and a Member User, in which case, the additional terms and conditions of both the respective Master Services and Platform Agreement and Membership Agreement will apply to you. 

4. Data You Upload To Us

You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license during the Term (defined below) to access, collect, store and use any data, information, records and files that: (a) you load, transmit to or enter into the Finhaven Solution; or (b) that we collect from your usage of the Finhaven Solution ((a) and (b), collectively, the “User Data”), to: (i) develop, enhance and make available the Finhaven Solution; and (ii) to produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Statistical Information”). We are free to create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind. 

5. Ownership

All rights, title and interest, including intellectual property rights, in the Finhaven Solution, Aggregated Statistical Information and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third party suppliers, if applicable). The Finhaven Solution and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved.

6. No Unlawful or Prohibited Use

Without limiting the generality of the foregoing, you will not (and will not attempt to), as applicable:

  1. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Finhaven Solution any data, information, pictures, videos, music, or other materials or content that: 
    1. contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
    2. you do not have the lawful right to send, upload, collect, transmit, store, use, publish or otherwise communicate;
    3. is false, intentionally misleading or impersonates any other person;
    4. is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
    5. is harmful to minors in any way or targeted at minors;
    6. violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
    7. encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
  2. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Finhaven Solution (e.g., a denial of service attack);
  3. attempt to gain unauthorized access to the Finhaven Solution;
  4. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Finhaven Solution or any part thereof or otherwise attempt to discover any source code; or
  5. use the Finhaven Solution for the purpose of building a similar or competitive product or service.

7. Privacy

Please click here to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use: https://www.iubenda.com/privacy-policy/38739463

8. Links

The Finhaven Solution may provide links to third party websites or applications. These links are provided solely for your convenience and for the convenience of other users of the Finhaven Solution. We do not endorse the information, products, or services described on those websites or applications; or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The content in any linked website or application is not under our control, and if you choose to access any such website or application, you do so entirely at your own risk.

9. Fees

There are no separate fees for Issuer Users to use the Finhaven Solution other than as outlined in the respective issuer Master Services and Platform Agreement. There are no separate fees for Member Users to use the Finhaven Solution other than as outlined in the Membership Agreement.

10. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Finhaven Solution. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Finhaven Solution.

11. Warranty

You represent and warrant to, and convenant with us that all User Data will only contain Personal Information in respect of which you have obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable us to provide the Finhaven Solution and exercise our rights under these Terms of Use.

12. Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

  1. GENERAL DISCLAIMER. THE FINHAVEN SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE FINHAVEN SOLUTION WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE FINHAVEN SOLUTION IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. 
  2. PRIVATE KEYS AND WALLET DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO PROTECT THE PRIVATE KEYS TO YOUR TOKENS AND ENSURE THEIR SAFETY AND SECURITY. IF YOU LOSE YOUR PRIVATE KEYS, IT WILL NOT BE POSSIBLE FOR US TO RECOVER IT ON YOUR BEHALF. FINHAVEN MAY PROVISION A DIGITAL WALLET FOR THE STORAGE OF TOKENS TO YOU OUT OF CONVENIENCE ONLY AND ASSUME NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH YOUR USE OF THE WALLET.
  3. USE OF CORRECT ADDRESS FOR TOKEN TRANSACTIONS. YOU ACKNOWLEDGE THAT BLOCKCHAIN TOKEN TRANSACTIONS ARE TECHNICALLY IRREVERSIBLE AND THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THE CORRECT ADDRESS IS USED FOR ANY BLOCKCHAIN TOKEN TRANSACTIONS THROUGH THE FINHAVEN PLATFORM. WE CANNOT REVERSE ANY BLOCKCHAIN TOKEN TRANSACTIONS AND, ACCORDINGLY, WILL NOT REIMBURSE OR REFUND YOU FOR ANY SUCH TRANSACTIONS. 

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE. 

TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE FINHAVEN SOLUTION EXCEED $100CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. 

14. Indemnification

You will defend, indemnify and hold harmless Finhaven and its affiliates, and their respective directors, officers, employees, contractors, partners, agents, affiliates, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature including reasonable legal and accounting fees arising out of or in connection with: 

  1. your breach of your warranties described hereunder;
  2. your violation of any applicable law or the rights of a third party (including intellectual property rights);
  3. your use of the Finhaven Solution contrary to these Terms of Use or other instructional manuals, guidelines or documentation made available by us to you.

15. Term and Termination; Survival

  1. These Terms of Use will commence on the day you first use the Finhaven Solution and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Finhaven Solution; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Finhaven Solution) that your account with us be deleted.
  2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: 5 (Ownership), 7 (Privacy), 10 (Communications Not Confidential), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15(b) (Survival), and 16 (General Provisions).

16. General Provisions

  1. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Finhaven Solution, notwithstanding your domicile, residency or physical location. You will only use the Finhaven Solution in jurisdictions where the Finhaven Solution may lawfully be used. Except as restricted by applicable law, any claim, dispute or controversy between you and Finhaven shall be determined by final and binding arbitration to the exclusion of the courts. Such arbitration will be conducted in Vancouver, British Columbia, Canada on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in Vancouver. If the foregoing arbitration is not permitted by applicable law or any court with jurisdiction, you irrevocably agree that all claims, disputes or controversies shall be settled exclusively by the courts of Vancouver, British Columbia, Canada, without regard to its conflicts of law rules, and any claim, dispute or controversy arising out of or related to your use of the Finhaven Solution will be handled individually without any class action. 
  2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Finhaven Solution. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  3. Supremacy. In the event a term in any one agreement in the FIN Point Suite of Agreements conflicts with a term in another agreement in the FIN Point Suite of Agreements, the conflict shall be resolved in the following order of precedence: the Finhaven Member Program Terms Agreement; the FIN Points Sale Terms and Conditions; the Privacy Policy; and the Terms of Use; except: for all specific terms relating to privacy and personal information – the Privacy Policy shall govern; for all specific terms relating to the purchase/sale of FIN Points, the FIN Points Terms of Sale shall govern.
  4. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  5. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect. 
  6. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
  7. Force Majeure. We will not be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service failures or delays.
  8. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.