InvestorPOS Terms and Conditions of Use
These terms and conditions of use form a binding contract (the “Agreement”) between the user and InvestorCOM Inc. for use of the service known as InvestorPOS supplied by InvestorCOM Inc. and made available through this site.
1. Definitions. In this Agreement, the following terms shall have the following meanings:
In consideration of the payment by the user (referred to in this Agreement as “you”) of the subscription fee and other fees to InvestorCOM, the user agrees with InvestorCOM as follows:
2. Delivery of Fund Facts / Record of Delivery
- “Customized Communications” means the communication which you request accompany the delivery of a Fund Facts and the content or text of any Customized Communications must be supplied by you.
- “Fund Facts” means the Fund Facts documents prepared pursuant to the requirements of NI 81-101 in the form filed on SEDAR, and includes without limitation all content and data contained in such documents.
- “NI 81-101” means National Instrument 81-101 Mutual Fund Prospectus Disclosure of the Canadian Securities Administrators.
- “Person” means any natural person, proprietorship, corporation, partnership or other organization.
- “SEDAR” means the System for Electronic Document Analysis and Retrieval, a filing system developed for the Canadian Securities Administrators to facilitate the electronic filing of securities information as required by securities regulation.
3. Permitted Uses and Restrictions
- Provided that the subscription fee has been paid, InvestorCOM will deliver the Fund Facts, together with any Customized Communications, to recipients, in electronic or print format, as instructed by you through InvestorPOS.
- InvestorCOM will provide automatic electronic notification to you when delivery occurs.
- InvestorCOM will retain records of delivery of Fund Facts and enable you to generate reports with respect to such delivery.
4. Ownership / Copyright
- Your access to and right to use InvestorPOS is revocable, non-exclusive, and you cannot transfer, assign or sublicense your rights or obligations under this Agreement to any other Person.
- No providers or resellers of mutual fund information or data may access InvestorPOS for any commercial use.
- You shall not, directly or indirectly (e.g. by causing or permitting another Person to do the act):
- copy, reproduce or display the Fund Facts or any other content or component of InvestorPOS, including without limitation by means of extracting data, framing or hyper-linking;
- use any automated means to access InvestorPOS or collect any information from this site, including without limitation robots, spiders or scripts (this means, among other activities, that you agree not to engage in the practices of “screen scraping”, “database scraping” or any other automated activity with the purpose of obtaining information or data from InvestorPOS or any Fund Facts);
- engage in any conduct that could damage, disable, or overburden InvestorPOS or any systems, networks, servers, or accounts related to this site, including without limitation, using devices or software that provide repeated automated access to this site;
- probe, scan, or test the vulnerability of any documents, services, systems, networks, servers, or accounts related to InvestorPOS or attempt to gain unauthorized access to documents, systems, networks, servers, or accounts connected or associated with this site;
- alter or modify any content on InvestorPOS or any Fund Facts;
- use any trade-marks or logos found on InvestorPOS, in any content or Fund Facts, without the express prior written consent of the trade-mark owner;
- acquire any other intellectual property rights in or to InvestorPOS, its content or any Fund Facts, except as expressly set out in this Agreement.
- You shall be fully responsible for compliance with this Agreement by your employees, agents, representatives and clients. Any breach of this Agreement by your employee, agent, representative or client shall be deemed to be a breach by you. Any claims against InvestorCOM Inc. by any of your employees, agents, representatives or clients shall only be brought by you and shall be subject to the limitations of liability and disclaimers contained in this Agreement.
You acknowledge that the Fund Facts and the contents thereof are protected by copyright (both on their own and as a compilation) and use of InvestorPOS does not affect any such copyright. Additionally, you acknowledge that all applicable intellectual property rights respecting InvestorPOS and this site belong to InvestorCOM.
6. Limitation of Liability
- No Warranties or Guarantees - InvestorPOS makes available Fund Facts as filed on SEDAR. The Fund Facts are data distributed by TSX Inc. (TSX) under a market date distribution agreement. Neither InvestorCOM nor TSX are in any way responsible for any of the content of the Fund Facts. Neither InvestorCOM nor TSX review or make any investigation whatsoever as to the accuracy or currency of the Fund Facts made available on InvestorPOS. InvestorCOM, TSX, any other Person who provides information for use on Investor POS (a “Third Party Contributor”) and their respective affiliates, directors, officers, employees, agents and representatives:
- make no representation, warranty, guarantee or condition of any kind, express or implied about the Fund Facts or other documents included on or through this site, including but not limited to, whether or not the contents are accurate, up-to-date, or complete, or whether the most recent Fund Facts documents for a particular mutual fund are so included or delivered in a timely or uninterrupted manner; and
- hereby disclaim all representations, warranties or conditions of any kind, express or implied, including, but not limited to, merchantability, quality, non-infringement, title or fitness for a particular purpose or use, or those arising by statute or otherwise in law or from the course of dealing or usage of trade.
- No Responsibility or Reliance - InvestorCOM Inc., TSX and Third Party Contributors, and their respective affiliates, directors, officers, employees, agents and representatives, disclaim any responsibility for your, or your clients’, use or reliance on any documents or other content on or through InvestorPOS.
- Not Investment Advice - InvestorPOS is designed to allow users to easily find, order and deliver documents only. It is not intended to provide investment advice, or to answer specific questions about your investments. The content of the Fund Facts as well as the documents included on or linked through InvestorPOS, are solely the responsibility of the applicable mutual funds and their managers and administrators.
- No responsibility for Customized Communications – InvestorPOS permits you to include a Customized Communication to accompany the Fund Facts. You are solely responsible for the content of any Customized Communication. InvestorCOM does not review any Customized Communication prior to sending. To the extent that the content of any Customized Communication results in the assertion of any claim by any Person against InvestorCOM, you agree to indemnify InvestorCOM against any costs or expenses incurred in connection therewith.
- No responsibility for Dealer Compliance – Under applicable securities regulation, responsibility for delivery of Fund Facts in accordance with NI 81-101 and other regulatory requirements belongs to the registered dealer. InvestorCOM is not responsible or liable in any way for the dealer or the dealing representative’s compliance with applicable securities regulation.
- Use by Dealing Representatives – If you are a dealing representative and have an arrangement with your sponsoring dealer firm with respect to the delivery of Fund Facts, InvestorCOM is not responsible in any manner whatsoever to your sponsoring firm. InvestorCOM shall be under no obligation whatsoever to act on behalf of or to be responsible to any Person other than the user.
- Use at Your Own Risk - Use of InvestorPOS and Fund Facts is at your sole risk. Everything on InvestorPOS is provided “as is” and “as available”.
7. Third Party Data and Links
- Under no circumstances shall InvestorCOM Inc., TSX, Third Party Contributors, their respective affiliates, directors, officers, employees, agents, representatives or suppliers, be liable to you or any third party for damages or losses of any kind, including without limitation direct, indirect, incidental, consequential, special, punitive or exemplary damages, costs, expenses, injury, lost business, loss of revenue or profits, lost or damaged data, failure to realize expected profits, revenue or savings, or other commercial or economic loss, damage or injury, even if foreseeable or if an authorized representative of InvestorCOM Inc. has been advised specifically of the possibility of such damages or losses, arising from or in connection with:
- the use or access of, or the delay or inability to use or access, InvestorPOS or any content, Fund Facts, links or other items on this site;
- any fault, inaccuracy, omission, delay or any other failure in this site caused by networks or your computer equipment or arising from your use of this site through such networks or equipment.
- IN NO EVENT SHALL INVESTORCOM INC.’S, TSX’S, THIRD PARTY CONTRIBUTORS’, AND THEIR RESPECTIVE AFFILIATES’, DIRECTORS’, OFFICERS’, EMPLOYEES’, AGENTS’, REPRESENTATIVES’ OR SUPPLIERS’ MAXIMUM AGGREGATE LIABILITY TO YOU EXCEED THE FEE, IF ANY, PAID TO INVESTORCOM INC. BY YOU IN CONNECTION WITH THIS AGREEMENT.
- THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 6 SHALL APPLY IRRESPECTIVE OF THE CAUSE OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF A FUNDAMENTAL CONDITION OR TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY AND SURVIVE A FUNDAMENTAL BREACH.
- Without limiting the generality of the foregoing, InvestorCOM Inc. makes no representation, warranty or condition of any kind that InvestorPOS, its content or Fund Facts are compatible with your networks or equipment, are secure, free of errors, software bugs, viruses, worms or “trojan horses” and InvestorCOM Inc. and its affiliates and their respective directors, officers, agents, employees and representatives are not liable for any damage or losses you may suffer as a result of the foregoing. InvestorCOM Inc. is also not responsible for the reliability or continued availability of this site. InvestorCOM Inc. or third party contributors to InvestorPOS may choose at any time to inhibit or prohibit their content from being accessed.
8. Changes to this Agreement
- You acknowledge and agree that certain of the Fund Facts may be provided by Third Party Contributors.
- You covenant for the benefit of TSX and each Third Party Contributor, that you shall not make any claim, pursue any action or make any demand against any Third Party Contributor in respect of this Agreement or related to the Fund Facts irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, no Third Party Contributor shall be liable for any loss or damage suffered by you or your clients as a result of any act or failure to act (including wilful misconduct or negligence) by such Third Party Contributor, including any direct, indirect, special, incidental or consequential loss, damage, injury, cost or expense, loss of profits or revenue, failure to realize expected profits, revenue or savings or other commercial or economic loss, damage or injury, even if advised of the possibility of same.
- InvestorPOS contains links to documents or information created and maintained by other organizations. When you use these links you may be leaving the InvestorPOS website. InvestorCOM Inc. does not control, and is not responsible for the content, accuracy, timeliness or continued availability (by way of a link or otherwise) of any information maintained by any other Person. By providing these links, InvestorCOM Inc. is not endorsing or approving these other sites, nor warranting or guaranteeing the content of the materials on such sites or the services or products that may be offered on such sites. InvestorCOM Inc. is not responsible for the content of other sites that link to the InvestorPOS website.
InvestorCOM Inc. may modify this Agreement at any time and without prior notice. You should review the most current version of the Agreement terms and conditions by visiting InvestorPOS.com and clicking on the Legal hyperlink located at the bottom of each page.
You agree to indemnify and hold harmless InvestorCOM, its directors, officers, employees and agents from and against any loss, costs, expenses, causes of action, demands or claims which any of them may suffer or incur as a result of the breach by you of any of your obligations under this Agreement.
11. Entire Agreement
You may not assign this Agreement, in whole or in part, without the prior written consent of InvestorCOM Inc.
InvestorCOM Inc. may assign its rights and obligations under this Agreement, in whole or in part, at any time without your prior written consent.
12. Effective Date and Termination
- Your access to and use of InvestorPOS is governed by the version of the Agreement terms and conditions in effect on the date that InvestorPOS is accessed by you.
- InvestorCOM Inc. has no obligation to continue to operate InvestorPOS or disseminate Fund Facts in the present form or configuration or to continue to use existing communications facilities.
- InvestorCOM Inc., in its sole discretion, may from time to time make modifications, additions and/or deletions to InvestorPOS and its content, including without limitation the interface and operational requirements.
- InvestorCOM Inc. may terminate this Agreement and your access to and use of InvestorPOS for any reason and without prior notice.
- Upon termination of this Agreement for whatever reason, you shall immediately cease and shall cause your agents, representatives and clients to cease any and all use of InvestorPOS and Fund Facts and, except to the extent you or they are required to retain the Fund Facts under applicable laws or regulations, will destroy and cause your agents, representatives and clients to destroy all Fund Facts and any and all copies or extracts thereof and provide InvestorCOM Inc. and TSX with written certification of compliance with this paragraph signed by a senior officer of your organization.
- Sections 2, 3(d), 3(e), 3(f), 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive the termination or completion of performance of this Agreement.
- The headings used in this Agreement are for convenience only and shall not affect the interpretation.
- The rights and remedies conferred upon InvestorCOM Inc. under this Agreement shall not be deemed exclusive but shall be cumulative and in addition to all other rights and remedies available to it existing at law or in equity.
- This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada.
- If any provision in this Agreement is determined to be void, invalid, or unenforceable, in whole or in part, by a Court of competent jurisdiction for any reason, it shall not be deemed to affect or impair the validity or enforceability of any other provision of this Agreement and such unenforceable provision or part thereof as the case may be shall be treated as severable from this Agreement.
The parties hereto confirm that it is their wish that this Agreement as well as other documents relating hereto, including notices, have been and shall be drawn up in English only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents afférents, y compris tous avis s’y rattachant, soient rédigés en anglais seulement.
Date last modified: May 18, 2016
InvestorPOS and InvestorCOM are trade-marks of InvestorCOM Inc.