The Veracap Investor Database™ (the 'Database') is owned and operated by Veracap Corporate Finance Limited (Veracap). It is embedded in the website owned and operated by Veracap Corporate Finance Limited (Veracap) at
www.veracap.com (the 'Website'). Continuous updates and changes are made to both the Website and the Database.
By using the Database, you agree to the following Terms of Use ('Terms of Use'). If you do not agree with these Terms of Use, then you are not entitled to use the Website or the Database. Your use of the Website and the Database constitutes your agreement to these Terms of Use. Veracap Corporate Finance Limited reserves the right to modify these Terms of Use and/or the terms and conditions of use under which the Website and the Database are offered. You are responsible for regularly reviewing these Terms of Use. Your continued use of the Website and Database constitutes your agreement to all such Terms of Use as modified. In these Terms of Use, "you" means an Investor or Fundseeker (as those terms are defined herein) as the case may be.
As either an Investor or a Fundseeker, prior to using and directly or indirectly entering into negotiations arising out of your use of the Database, you must read, and agree to be bound by, the terms and conditions set out in these Terms of Use. Each Investor signs a contract with Veracap prior to inclusion in the Database which incorporates these Terms of Use and each Fundseeker agrees to these Terms of Use by clicking on the 'I accept' 'button' embedded in the Database. This enables the Fundseeker to electronically forward information to Veracap.
Investors and Fundseekers are entirely responsible for the suitability, terms and conditions of any investment made that arises out of use of the Website and the Database. Accordingly, it is important that Investors and Fundseekers use care in their dealings with persons introduced to them through the Website and Database, and that Investors and Fundseekers seek appropriate professional advice when considering, negotiating, or making investments. As described herein, Veracap may from time to time enter into contractual arrangements with Investors and Fundseekers to act as professional advisor to assist in the sale of Fundseekers' businesses or in negotiating and structuring funding arrangements between or among Investors and Fundseekers.
The Database
The Database is a systematically organized database embedded in the Website where persons wanting either to sell, or to find funding for, their Canadian based privately owned businesses ('Fundseekers') can find persons who are interested either in buying such businesses, or providing funding (and in some cases 'corporate governance' and 'management expertise', or relevant 'business operating experience') to such businesses ('Investors').
Copyright and Other Restrictions
The Website and the Database and their contents are protected by copyright, trademark and other intellectual property laws and are owned or licensed by Veracap Corporate Finance Limited. Investors and Fundseekers may not remove, modify or obscure any proprietary rights notices or legends appearing anywhere in the Website or the Database, or in any materials or content downloaded, printed, electronically copied, or otherwise transcribed therefrom.
Links embedded in, or accessed through, the Website or the Database may lead to third party websites, products, or services. Veracap is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Veracap with respect to any such websites, products, or services. Further, you acknowledge that your access and use of any such websites and any dealings with any persons in relation to any such products or services available from or through such websites are entirely at your own risk.
Security and Confidentiality
Veracap will at all times use commercially reasonable efforts to secure the Website against unauthorized use of the Website and the Database and their respective contents in accordance with industry standards. The Internet is not a secure medium for communication, and total security and confidentiality of information over the Internet is not possible. Accordingly, Veracap does not represent, warrant or guarantee that information contained in the Website, the Database, or in electronically communicated correspondence ('e-mail') between Veracap and Investors and Fundseekers will be secure or will remain confidential, and hereby disclaims all liability for security breaches to the Website, the Database, or their contents, including theft, misappropriation, and defacement of the Website, the Database, e-mail or any of their contents, between and among Veracap, Investors and Fundseekers. Without limiting the generality of the foregoing, Veracap will not be responsible for any damages that may be incurred by any Investor, Fundseeker, or other user (collectively 'Website Users', each a 'Website User') of the Website or the Database who communicates information (whether confidential or not) to Veracap or, if on request Veracap communicates confidential or other information to any Website User by e-mail or otherwise, and this information is intercepted, altered, republished or used in any manner whatsoever by a party to whom it was not intended to be disclosed.
Use of Investor and Fundseeker Information
Veracap covenants that the information included in the Database from persons wishing to invest funds ('Investors', each an 'Investor'), and obtained from persons seeking funds ('Fundseekers', each a 'Fundseeker') will be used by Veracap and their respective directors, officers, principals, partners, employees, agents and permitted assigns solely for the purpose of operating and maintaining the Website and the Database, and for purposes of disseminating publicly available information to Investors or Fundseekers that in the opinion of Veracap may be beneficial to those parties. Without the prior agreement of individual Investors or Fundseekers, Veracap undertake and covenant not to sell or disclose database names, other personally identifying information and non-public information available to them pursuant to the operation of the Website or the Database other than to Investors or Fundseekers as contemplated by these Terms of Use.
No Verification of Investor and Fundseeker Information
You acknowledge and agree that Veracap: (i) does not exercise control over any Investor, Fundseeker, or any business any of those persons controls or influences; (ii) does not independently verify information provided to Veracap Corporate Finance Limited by either Investors or Fundseekers; (iii) does not require Investors or Fundseekers to warrant the accuracy or reasonableness of information embedded in, or provided, pursuant to the use of the Database, or otherwise ensure the accuracy and completeness of that information; and, (iv) will not solicited character or credit references in respect of any Investor or Fundseeker.
Use of the Website and the Database by Investors and Fundseekers
You may not use the Website or the Database for any purpose that is illegal or prohibited by these Terms of Use. You may not use the Website or the Database in any manner that could damage, disable, overburden, or impair the Website or the Database or interfere with any other party's use and enjoyment of the Website or the Database. You may not attempt to gain unauthorized access to the Website or the Database, other accounts, computer systems or networks connected to the Website, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website or the Database.
Termination of Investor or Fundseeker Participation
Veracap reserves the right at its sole discretion to terminate the participation in the Database of any Investor or Fundseeker at any time, without prior notice and for any reason, and without refunding administration fees paid by the Investor or Fundseeker, as applicable. On receipt of an Investor request, Veracap shall remove all information pertaining to that Investor resident in the Database as soon as reasonably practicable.
Updates, Changes and Notices
Updates and changes to the Database, and legal and other notices set out within, or pertaining to, the Database, and these Terms of Use may be made by Veracap at any time without notice. Continued use by Investors and Fundseekers of the Database following such updates, changes and terms and conditions will be deemed by said Investors and Fundseekers as acknowledgement of them, and as acceptance by the Investors and Fundseekers that they are bound by them. You acknowledge and agree that notices and correspondence required or permitted to be sent under these Terms of Use may be sent by e-mail, fax, regular mail, or registered mail, in the case of an Investor or Fundseeker, to the address or number provided to Veracap for such purpose.
Administration Fees
Each Investor whose 'investment requirements' are included in the Database may be required to pay Veracap Corporate Finance Limited an annual non-refundable administration fee. Each Fundseeker may be required to pay Veracap Corporate Finance Limited a non-refundable administration fee in respect of each potential Investor contacted at the request of said Fundseeker. These administration fees may be changed from time to time without prior notice.
Veracap Corporate Finance Limited Consulting Fees
It is expressly understood that Veracap Corporate Finance Limited may from time to time be engaged in a consulting capacity on a fee basis (over and above the administration fees payable to Veracap Corporate Finance Limited) by Investors whose 'investment requirements' are included in the Database or by Fundseekers in respect of either the funding of Fundseekers or for any other purpose agreed by Veracap Corporate Finance Limited. The terms of any such Veracap Corporate Finance Limited consulting fees will be agreed on a case-by-case basis.
Mechanics of Database Use and Investor Anonymity
Each Investor whose 'investment requirements' are included in the Database is assigned a number. No Investor is identified by name in the publicly accessible portion of the database, and will not be identified by Veracap by name without the prior written permission of the Investor. The Investor's name and other 'identifying' information furnished to Veracap Corporate Finance Limited by Investors is available to employees of Veracap and to Veracap's website developer. Each of the employees of Veracap and to Veracap's website developer has executed a confidentiality and 'no alternative use' agreement in favour of CVP with respect to the contents of the Database and underlying database data that resides in and is peripheral to the Website.
Fundseekers screen the Database for Investors meeting their 'fundseeking criteria'. If any Investor's data is embedded in the Database and identified as relevant to the Fundseeker's requirements, the Fundseeker completes a questionnaire embedded in the Database. The Fundseeker then e-mails a completed questionnaire to Veracap and to Veracap's. The 'Investor Number(s)' that the Fundseeker has 'screened' from the database is (are) included in said response. That Fundseeker is contacted by a Veracap representative and asked for approval to release the Fundseeker's information to the identified potential Investor(s). These Investor(s) will not be identified by name to the Fundseeker without the Investor(s)' prior approval, which approval may be withheld for any reason whatsoever. If the Fundseeker refuses to be identified to said Investor(s), no further action will be taken. If the Fundseeker gives written approval to be identified to the potential Investor(s) and pays the required administration fee, the Investor(s) will be contacted, the Fundseeker's contact information will be provided to them, and the Fundseeker will be advised in writing said Fundseeker's contact information has been conveyed to the Investor. Investors agree not to make use of Fundseeker information provided to them by Veracap and to Veracap's or otherwise obtained pursuant to the Database other than as is necessary to participate in, and pursuant to, the Database as permitted by these Terms of Use.
Disclaimer of Representations and Warranties
You acknowledge and agree that your use of the Website, the Database, and other databases and services resident therein is at your sole discretion and risk, and that the Website, the Database, and other databases and services are made available strictly and only on an 'as is' basis. Veracap hereby disclaims, to the fullest extent provided by law, all representations, conditions and warranties of any kind, whether express or implied, including, but not limited to implied warranties or conditions of merchantability, title, fitness for a particular purpose, and non-infringement. Veracap makes no representations, conditions or warranties that either the Website or the Database will meet the requirements of either Investors or Fundseekers, or that any services associated with the Website or the Database will be available on an uninterrupted, timely, secure or error free basis. Further, Veracap makes no representations, conditions or warranties that Investors will be matched with Fundseekers or that either will complete a financing transaction, or in any other respect as to the results that may be obtained by Investors or Fundseekers from the use of either the Website the Database, or as to the accuracy, completeness, quality, adequacy, validity, timeliness or reliability of any information obtained by Investors and Fundseekers from their uses of the Website or the Database.
Limitations of Liability
You acknowledge and agree that Veracap Corporate Finance Limited and their respective directors, officers, principals, partners, employees, agents and permitted assigns (collectively, 'the Veracap Parties') shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages or for loss of profits, goodwill, use, data or any other commercial or economic loss of any kind arising out of or in any way connected with the subject matter of these Terms of Use or otherwise arising out of or in any way connected with the use of the Website or the Database, including the use or misuse by any person of the information and content set out in the Website and the Database, even if Veracap Corporate Finance Limited has been advised of the possibility of such damages or even if same were reasonably foreseeable, resulting from: (i) the use or the inability to use the Website or the Database; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the Website or the Database; or, (iv) any other matter relating to the Website or the Database. No advice or information, whether oral or written, obtained by Investors or Fundseekers from the use of the Website or the Database will create any representation, condition or warranty that is not otherwise expressly stated herein.
If the foregoing exclusion of liability is found by a court of competent jurisdiction to be illegal or unenforceable, then in no event will the entire liability of the Veracap Parties for all damages for all claims by you or by any third party arising from or in any way related to these Terms of Use or the use of the Website or Database (whether in contract, tort including negligence or otherwise) exceed, in the cumulative aggregate, the total amount of administration fees paid to Veracap Corporate Finance Limited by either the Investor or the Fundseeker as the case may be.
These Terms of Use and the relationship between you and Veracap shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You and Veracap hereby agree to submit and attorn to the non-exclusive jurisdiction of the courts located within the judicial district of Toronto Region, Ontario in the event of any legal proceeding by Veracap Corporate Finance Limited against you. Further, you and CVP hereby agree to submit and attorn to the exclusive jurisdiction of courts located within the judicial district of Toronto Region, Ontario in the event of legal proceedings against Veracap.
'Exempt Transaction' Mandate
You expressly represent and warrant to Veracap that any investment that directly or indirectly arises or occurs in connection with the Investor's inclusion in, or prior inclusion in, the Investor Database will be carried out on an 'exempt' basis under the Securities Act (Ontario) as amended or any other relevant securities legislation.
Limitation Period
You acknowledge and agree that, unless prohibited by law, any claim or cause of action arising out of your use of the Website or the Database or otherwise related to the subject matter of the Website or Database must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
Severability
Any provision in these Terms of Use which is held to be illegal or unenforceable by a court of competent jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.
