Terms and Conditions of Use

Last Updated: June 10th, 2022

These terms and conditions of use, together with any documents and/or additional terms they expressly incorporate by reference, constitute a contract (the “Terms of Use”) between you and WealthAgile Inc., a corporation existing under the laws of Canada (“WealthAgile”, “we”, “us,” “our,” or the “Company”).

PLEASE READ THESE TERMS CAREFULLY – IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND WEALTHAGILE. By signing up to use an account through this website or any associated informational websites, electronic communications, APIs, or mobile applications (collectively, the “Site”), or by using the Site or a WealthAgile Account (as defined below), you agree that you have read, understood, and accept all of the terms and conditions contained in these Terms of Use. If you do not agree to any part of these Terms of Use, you may not use the Site or a WealthAgile Account (as defined below).

1. PERMISSION TO USE THE SITE

You may:

  • view pages from the Site in a web browser;

  • download pages from the Site for caching in a web browser;

  • stream audio and video files from the Site using the media player on the Site, if applicable; and

  • use the Site by means of a web browser,

subject to the other provisions of these Terms of Use.

2. WEALTHAGILE SERVICES

Services. WealthAgile Inc. (“WealthAgile”) does not offer any services at this time in any jurisdiction and is currently in beta testing mode. It may offer certain limited persons associated, employed, or contracted by WealthAgile a WealthAgile account for purely testing, product improvement, and bug fixing purposes, subject to WealthAgile’s compliance onboarding and approval, the latter in WealthAgile’s sole discretion (“WealthAgile Account”). You may be required to consent to additional agreements to have access to a WealthAgile Account.

Jurisdiction. Users of this Site are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein or to use a WealthAgile Account.

  • The information or WealthAgile Accounts provided in or accessible through the Site are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject WealthAgile to any registration or other requirement within such jurisdiction or country which WealthAgile does not currently have.

  • WealthAgile reserves the right to limit access to the Site to any person, geographic region, or jurisdiction.

  • By proceeding to access the information, you are deemed to have represented and warranted that the applicable laws and regulations of your relevant jurisdiction allow you to do so.

No Advice or Liability. By using the Site or a WealthAgile Account, you agree and acknowledge that:

  • WealthAgile does not provide any authoritative or qualified advice on the legality of any crypto asset transaction.

  • We provide no guarantees or warranties of accuracy or correctness of any information with respect to such legality.

  • We disclaim all liability associated with your consumption and use of any such information, and that it is your sole responsibility to understand the laws applicable to you in your jurisdiction and to comply with the same.

Eligibility.

  • Individual. If you are an individual, you must be at least 18 years old to use the WealthAgile Site or set up a WealthAgile Account and represent that you are of such age in doing so. Neither you, nor any person for whom you are acting as an agent or nominee, as applicable:

    • appear on the List of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control (“OFAC”) from time to time;

    •  are a foreign shell bank;

    • reside in or have funds which transfer from or through an account in a Non-Cooperative Jurisdiction (as classified by the Financial Action Task Force on Money Laundering (“FATF”)),

    • are a person listed on any sanctions list in Canada or any other country;

    • are a “Politically Exposed Person” as defined in Canadian anti-money laundering/anti-terrorist-financing legislation, or any of the other categories of persons noted in Section 9.3(1) of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, SC 2000, c 17, as amended; and,

    • meet WealthAgile’s anti-money laundering standards applied at its discretion.

  • Entity. If you are entering into this agreement on behalf of a corporation or other entity, you acknowledge that you satisfy the requirements noted in the previous paragraph and that your corporation (or other entity):

    • is an entity operating in good standing in its jurisdiction of formation; and

    • has as its directors, officers, and persons who own or control 25% or more of the corporation (or entity) individuals who satisfy the requirements noted in the previous paragraph.

  • For clarity, countries or territories that have been designated as “Jurisdictions under Increased Monitoring” and “High-Risk Jurisdictions subject to a Call for Action” with the FATF constitute Non-Cooperative Jurisdictions.

E-Sign and Electronic Communications Consent.

  • In our sole discretion, any agreements, applications or records that you sign or agree to at our request may be in electronic form.

  • Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your WealthAgile Account.

  • We will provide these Communications to you by either posting them on the WealthAgile Site, emailing them to you at the primary email address listed in your WealthAgile profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification.

  • WealthAgile may not send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter.

  • You understand and agree that if WealthAgile or its agent sends you Communications but you do not receive them because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications through no fault of WealthAgile, WealthAgile will be deemed to have provided such Communications to you.

3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Site, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Site for your personal and non-commercial use, and solely for approved purposes as permitted by WealthAgile from time to time. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, in any form or medium whatsoever except:

  • your computer and browser may temporarily store or cache copies of materials being accessed and viewed;

  • in the event social media platforms are linked to certain content on our Site, you may take such actions as our Site and such third-party social media platforms permit;

  • where you have received prior written permission from the Company to do so.

You are not permitted to modify copies of any materials from this Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site. You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

If you print off, copy or download any part of our Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Site or to any content on the Site, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

4. CREATING AN ACCOUNT

Registration. In order to use a WealthAgile Account, you must first register through the Site and provide certain identification and other information relating to KYC and AML requirements. WealthAgile may, in its absolute and sole discretion, refuse to allow you to establish an account.

Privacy Policy. We strive to take all reasonable steps to protect your personal information, however, we cannot and do not guarantee the security of any information or data you disclose to us. WealthAgile is based in Ontario, Canada and the information we collect is governed by the provincial laws of Ontario, the federal laws of Canada, and the laws of other jurisdictions by which our activities may be affected. By accessing or using a WealthAgile Account or otherwise providing information to us, you consent to the processing and transfer of information in and to Canada. Please see our Privacy Policy for more information.

Identity Verification. In order to use certain features of a WealthAgile Account and to help the government fight the funding of terrorism and money laundering activities, you may be required to provide WealthAgile with certain personal information, which may include:

  • your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number).

  • In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to notify WealthAgile if any information changes.

  • You hereby authorize WealthAgile to, directly or through third parties, make any inquiries we consider necessary to verify your identity and/or protect against fraud or other financial crime, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports.

  • You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

5. FORWARD-LOOKING STATEMENTS AND CRYPTO ASSET-RELATED INFORMATION

  • WealthAgile makes no guarantees or recommendations of any kind, nor does it purport to offer any investment advice of any kind.

  • Nothing in the Site is, or should be relied on as, a promise or representation as to the future.

  • The Site may contain views, estimates, opinions, predictions or other forward-looking statements, which may reflect the views of WealthAgile or any of its affiliates with respect to, among other things, WealthAgile’s operation, the performance of a crypto asset, or the crypto asset market.

  • Users may identify forward-looking statements by the use of words such as “believe”, “expect”, “potential”, “continue”, “may”, “will”, “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions.

  • Accordingly, THERE ARE OR WILL BE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL OUTCOMES OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THESE FORWARD-LOOKING STATEMENTS. Should any assumptions underlying potential forward-looking statements contained on the Site prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements.

  • NEITHER WEALTHAGILE NOR ANY OF ITS AFFILIATES UNDERTAKE ANY OBLIGATION TO UPDATE OR REVIEW ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION.

  • Pricing and other information may be made available herein may not reflect actual prices or values that may be available to you in the market at the time generated or at the time you may want to purchase or sell a particular crypto asset.

6. SUSPENSION, RESTRICTION, AND CANCELLATION OF YOUR WEALTHAGILE ACCOUNT

WealthAgile may restrict, suspend or terminate your access to the Site and a WealthAgile Account in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files without cost to you, including, for example, in the event that you breach any terms of these Terms of Use or you take any action that WealthAgile deems abusive or as circumventing WealthAgile controls.

7. YOUR USE OF THE SITE AND ACCOUNT SET-UP AND SECURITY

  • The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure, consistent with our Privacy Policy.

  • The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Site. Users are required to ensure that all persons who access the Site through a user's internet connection are aware of these Terms of Use and comply with it. The Site, including content or areas of the Site, may require user registration. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete.

  • Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site.

  • Your provision of registration information and any submissions you make to the Site through any functionality such as applications, chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards and (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

  • Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your WealthAgile Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided a WealthAgile Account, your account is personal to you and you agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

  • You are prohibited from attempting to circumvent and from violating the security of this Site, including, without limitation:

    • accessing content and data that is not intended for you;

    • attempting to breach or breaching the security and/or authentication measures which are not authorized;

    • restricting, disrupting or disabling service to users, hosts, servers, or networks;

    • illicitly reproducing TCP/IP packet header;

    • disrupting network services and otherwise disrupting Site owner's ability to monitor the Site;

    • using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;

    • introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

    • attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and

    • otherwise attempting to interfere with the proper working of the Site.

8. CONDITIONS OF USE

As a condition of your access and use, you agree that you may use the Site only for lawful purposes and in accordance with these Terms of Use.

Without limiting the foregoing, you warrant and agree that your use of the Site shall not in any manner violate any applicable federal, state, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

9. SITE MONITORING AND ENFORCEMENT, SUSPENSION, AND TERMINATION

Company has the right, without providing notice to you, to:

  • Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site.

  • Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms of Use.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AGAINST YOU, IN ACCORDANCE WITH THIS AGREEMENT, AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

10. PRIVACY

By submitting your personal information and using our Site, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Site and provision of WealthAgile Accounts.

11. SECURITIES DISCLAIMERS AND NOTICES

  • NO OFFER, RECOMMENDATION OR SOLICITATION: THE SITE IS ONLY INTENDED TO PROVIDE GENERAL INFORMATION AND SHOULD NOT BE RELIED UPON FOR INVESTMENT PURPOSES. NONE OF THE INFORMATION CONTAINED ON THIS SITE CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER BY WEALTHAGILE OR ITS AFFILIATES TO BUY OR SELL ANY CRYPTO ASSETS, CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT, TAX, OR LEGAL ADVICE OR SERVICE. ANY INFORMATION, QUOTES, FORECASTS, RETURN ESTIMATES OR INDICATIONS OF PAST PERFORMANCE CONTAINED IN THIS SITE SHOULD NOT BE CONSIDERED INVESTMENT ADVICE OR RECOMMENDATIONS.

  • NEITHER WEALTHAGILE NOR ANY OF ITS AFFILIATES ARE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE INVESTMENT COMPANY ACT.

  • NEITHER WEALTHAGILE NOR ANY OF ITS AFFILIATES OR SUBSIDIARIES (“COMPANY GROUP”) ARE REGISTERED UNDER THE DEALER, ADVISER, OR INVESTMENT FUND MANAGER REGISTRATION CATEGORIES WITH ANY CANADIAN PROVINCE OR TERRITORY PURSUANT TO NATIONAL INSTRUMENT 31-103 – REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRATION OBLIGATIONS. COMPANY GROUP DOES NOT RELY ON AN EXEMPTION FROM REGISTRATION UNDER ANY OF THE NOTED REGISTRATION CATEGORIES IN ANY CANADIAN PROVINCE OR TERRITORY. COMPANY GROUP HAS NOT RECEIVED EXEMPTIVE RELIEF FROM ANY OF THE NOTED REGISTRATION CATEGORIES IN ANY CANADIAN PROVINCE OR TERRITORY.

  • WEALTHAGILE WILL NOT OFFER ANY SERVICES TO ANY THIRD PARTY UNTIL IT IS REGISTERED OR LICENSED TO THE EXTENT REQUIRED TO OFFER SERVICES IN THE JURISDICTION OF SUCH THIRD PARTY AND SATISFIES ANY OTHER LEGAL REQUIREMENTS.

  • THE RISK OF COMPLETE LOSS IN TRADING OR HOLDING ANY TYPE OF CRYPTO ASSETS CAN BE SUBSTANTIAL. AS WITH ANY ASSET, THE VALUE OF CRYPTO ASSETS CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN CRYPTO ASSETS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF THE WEALTHAGILE SITE AND SHOULD TAKE INTO CONSIDERATION YOUR PARTICULAR FINANCIAL SITUATION IN DETERMINING WHETHER TRADING CRYPTO ASSETS IS SUITABLE FOR YOU. ANY INDIVIDUAL OR ENTITY THAT IS CONSIDERING THE PURCHASE OR SALE OF CRYPTO ASSETS MAY WISH TO CONSULT LEGAL COUNSEL AND A FINANCIAL ADVISOR.

12. DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, AND A WEALTHAGILE ACCOUNT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING (1) ANY WARRANTY OF MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) NON-INFRINGEMENT; (4) THAT A WEALTHAGILE ACCOUNT WILL MEET YOUR REQUIREMENTS; (5) THAT THE SITE OR WEALTHAGILE ACCOUNTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (6) THAT ANY DEFECTS WITH A WEALTHAGILE ACCOUNT, IF ANY, WILL BE CORRECTED; (7) THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO OR RELIANCE ON THE SITE OR A WEALTHAGILE ACCOUNT IS AT YOUR OWN DISCRETION AND RISK.

NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITE OR ITS CONTENTS.

WE CAN NOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY WEALTHAGILE ACCOUNT OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

13. LIMITATION ON LIABILITY

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SITE, ANY LINKED SITES OR OTHER THIRD-PARTY SITES, NOR ANY SITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

TO THE MAXIMUM PERMITTED UNDER LAW, IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO A WEALTHAGILE ACCOUNT OR THE SITE OR YOUR USE OF A WEALTHAGILE ACCOUNT OR THE SITE, OR YOUR RELIANCE ON ANY OF THE FOREGOING, OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY FAILURE TO PERFORM BY COMPANY.

IN NO EVENT SHALL THE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT BY THE COMPANY OR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS EXCEED THE GREATER OF (A) FIVE THOUSAND DOLLARS CANADIAN ($5,000.00 CAD).

14. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless WealthAgile, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms of Use; your use of, or conduct in connection with the Site or a WealthAgile Account; or your violation of any law, rule or regulation, or the rights of any third party.

15. GENERAL PROVISIONS

Contact Us. Please contact us at support@wealthagile.com with any feedback, questions, or complaints.

Amendments. We may change these Terms of Use from time to time in our absolute and sole discretion. If we make material changes to these Terms of Use, we will provide notice to you by doing some or all of the following: updating the “Last Updated” date at the beginning of these Terms of Use and adding a statement to our homepage, requiring your acceptance of the amended Terms of Use, or sending you an email notification. Any and all such modifications are effective immediately upon posting, or, if required by applicable law, upon your acceptance of the amended Terms of Use or receipt of email notification, and apply to all access to and continued use of the Site and WealthAgile Accounts. You agree to periodically review the Terms of Use in order to be aware of any such modifications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Site and your WealthAgile Account. If you do not terminate your use of the Site or WealthAgile Account, your continued access to or use of the Site or a WealthAgile Account will be deemed to constitute acceptance of such revised Terms of Use.

Modification or Discontinuance of Provision of WealthAgile Accounts. WealthAgile may, in our absolute and sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of your WealthAgile Account.

You agree that we shall not be liable to you or any third party for any modification or termination of your WealthAgile Account, or suspension or termination of your access to a WealthAgile Account.

Entire Agreement. These Terms of Use and the Privacy Policy are incorporated by reference herein, comprise the entire understanding and agreement between you and WealthAgile as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms of Use), and every nature between and among you and WealthAgile. Section headings in these Terms of Use are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms of Use.

Assignment. You may not assign any rights and/or licenses granted under these Terms of Use. We reserve the right to assign our rights without restriction, including without limitation to any WealthAgile affiliates or subsidiaries, or to any successor in interest of any business associated with a WealthAgile Account. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability. If any provision of these Terms of Use is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or any government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms of Use shall not be affected.

Change of Control. Should WealthAgile be acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

All provisions of these Terms of Use which by their nature extend beyond the expiration or termination of these Terms of Use, including, without limitation, those sections pertaining to suspension or termination, WealthAgile Account cancellation, general use of the WealthAgile Site, disputes with WealthAgile, and general provisions, shall survive the termination or expiration of these Terms of Use.

Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Arbitration and Waiver of Class Action. If you have a dispute with WealthAgile arising under these Terms of Use, we will attempt to resolve such dispute through our support team. If we cannot resolve the dispute through our support team within 30 days of your notice to WealthAgile regarding the dispute, then the determination of the dispute shall be settled solely and exclusively by final and conclusive binding arbitration in the Province of Ontario.

Where applicable, both you and WealthAgile agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. Where applicable, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (the “Class Action Waiver”). Notwithstanding any other provision of these Terms of Use or the applicable arbitration rules, where applicable, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and WealthAgile agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, we may lawfully seek enforcement of the arbitration clause set out above and the Class Action Waiver under the applicable law and seek dismissal of such class or collective actions or claims.

Trial by Jury. If for any reason the arbitration clause set out above is not applicable, then each party, (i) to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury in relation to any issue relating to these Terms of Use or any other matter involving the parties, and (ii) submits to the exclusive jurisdiction and venue of the courts located in the city of Toronto, Province of Ontario.

Injunctive Relief. These Terms of Use do not hinder the rights of either party to seek injunctive relief in order to limit immediate, serious and irreparable injury.

Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

No Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. These Terms of Use shall not be construed to waive rights that cannot be waived under applicable local, provincial, state and federal laws where you are located.