Last Updated: May 24, 2022

PLEASE READ THESE TERMS OF USE (THE “TERMS”) CAREFULLY.

These Terms describe the terms and conditions applicable to your use of the Fathom4sight Pro platform, as applicable (the “Platform”) provided and operated by Fathom4sight, Inc. (“Fathom4sight”, “us”, or “our”), and certain related services. This Platform provides you with access to certain proprietary information, content and other services relating to the Canadian fintech market. 

These Terms are a legal agreement between you (“you” or “your”) and Fathom4sight that governs your use of the Platform. By clicking to agree, you agree to be bound by these Terms and represent that you have read and understood these Terms. Your access to and use of the Platform is subject to these Terms, the privacy policy of Fathom4sight available at https://www.fathom4sight.com/privacy-policy (“Privacy Policy”), and all applicable laws, statutes and regulations. For clarity, the terms and conditions of the Terms apply both to the User and the Organization, where applicable.

1. Definitions.

“Confidential Information” means all information, data, or materials, whether written or oral, including, but not limited to, personal and financial information, relating to a party or its business, strategies, pricing, personnel, suppliers, technology, products or services, but excludes information that the party receiving Confidential Information (“Recipient”) can demonstrate: (a) was lawfully in its possession before receiving it from the disclosing party (“Discloser”); (b) was provided in good faith to it by a third-party without breaching any of Discloser’s rights or any rights of a third-party; (c) is or becomes generally available to the public through no fault of the Recipient; or (d) was independently developed or discovered by Recipient without use of or reference to Discloser’s Confidential Information.

“Organization” means the organization (inclusive of that organization’s employees, officers, and other representatives) that has agreed to be bound by these Terms.

“Platform Content” means any information, content, data, tools or materials displayed, publicly posted or privately transmitted to or through the Platform that is identified as being owned or provided by, or otherwise is the content of Fathom4sight, and excludes Third-Party Content.

“Third-Party Content” means any information, content, data, tools, or materials displayed, publicly posted or privately transmitted to or through the Platform that is identified as being owned or provided by, or otherwise is the content of an applicable third-party, and excludes Platform Content.

“User” means (a) any individual; or (b) the employees, officers, or other representatives of the Organization, that in either case, has agreed to be bound by these Terms.

“you” or “your” means the Organization or the User, as the context may indicate or require.

2. Registration. 

(a) In order to access the Platform, you must: (i) provide certain information, including your name, email address, organization and job title; (ii) select a password; and (iii) select an email or username (together, the “Registration Information”). All Registration Information you provide to create an account must be accurate, complete and kept current. You may not select as your username a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. Your user account is personal to you and you may not transfer your account to anyone else without our prior written consent. You will not share your account or password with anyone, and you must protect the security of your account and your password. You are responsible for any activity associated with your account. You agree to notify Fathom4sight immediately if you suspect any unauthorized use of your account or access to your password. Fathom4sight has the right to terminate or suspend your account for any reason at the sole discretion of Fathom4sight without notice to you.

(b) You represent and warrant that you are of legal age to form a binding contract (or if not, you have received your parent’s or guardian’s permission to use the Platform and have had your parent or guardian agree to these Terms on your behalf). If you are agreeing to these Terms on behalf of an Organization or entity, you represent and warrant that you are authorized to agree to these Terms on that Organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except in this sentence, refer to you or that organization or entity, as the context requires).

3. License. 

(a) The Platform and all Platform Content are the exclusive property of Fathom4sight and are protected by copyright, trademark and other intellectual property laws. Any rights not expressly granted by Fathom4sight to you are reserved by Fathom4sight and Fathom4sight disclaims any implied rights and licenses.

(b) Subject to your compliance with these Terms, Fathom4sight grants you a limited, non-exclusive, non-transferrable, non-sublicensable and revocable license to access the Platform and use the Platform Content for your commercial business purposes during the Term. For greater clarity, you are permitted to use the Platform Content to generate reports or presentations for internal use. Such reports or presentations must contain the appropriate trademark and copyright attributions for any Platform Content you use, as may be specified by Fathom4sight from time to time. You are expressly restricted and prohibited from, distributing, licensing, selling or otherwise making available any Platform Content to any third parties without prior express written consent from Fathom4sight or as may be expressly provided on the Platform.

4. Restrictions and Requirements. You agree that you: 

(a) are responsible for all activity you conduct using the Platform and/or Platform Contents;

(b) will comply with all applicable laws relating to your use of the Platform and/or Platform Contents, including all applicable privacy laws;

(c) will comply with all policies adopted by Fathom4sight and posted on the Platform from time to time;

(d) will not use the Platform and/or Platform Contents for: illegal or inappropriate purposes, sending spam; privacy breaches; fraudulent activity; transmission, distribution or storage of any material protected by copyright, trade-mark, trade secret or other intellectual property right without proper authorization, or material that is obscene, defamatory, fraudulent, infringing or abusive; any unauthorized access, alteration, theft, corruption or destruction of files, data, transmission facilities or equipment;

(e) will not interfere with any other person’s use and enjoyment of the Platform and/or Platform Contents;

(f) will not attempt to undermine the security or integrity of the Platform;

(g) will not collect, aggregate, copy, scrape, duplicate, display or derivatively use the Platform and/or Platform Contents;

(h) will not use any device including, but not limited to, a frame, border environment, or other framing technique to reproduce any portion of the Platform on another site or platform;

(i) will not use, or misuse the Platform and/or Platform Contents in any way which may disrupt or impair the functionality of the Platform and/or Platform Contents or other systems used by others; and

(j) will not transmit, or input to the Platform, any harmful code, virus, malicious code, or other items of a malicious nature.

5. Other Content.

(a) Third Party Content. Any Third-Party Content is the sole responsibility of the person or organization from whom such content originated. You agree that you access all such information and content at your own risk, and Fathom4sight is not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. Fathom4sight cannot control and has no duty to take any action regarding how you may interpret and use the Platform and/or Platform Contents or what actions you may take as a result of the Platform and/or Platform Contents. 

6. Third Party Sites. The Platform as a convenience and without obligation or liability to you, provide links to third-party sites. You acknowledge that Fathom4sight does not operate and is not responsible for any content or services provided on any third-party sites and that your access and use any third-party site and content and services is at your discretion and at your sole risk and subject to any terms and conditions and policies made available on such third-party sites, and not these Terms. You irrevocably release Fathom4sight from any and all claims and liability associated with your access to or use of any third-party site, content or services accessed through any such links.

7. Feedback. You may provide Fathom4sight with input, comments or suggestions regarding the Platform and/or Platform Contents (“Feedback”). You acknowledge and agree that Fathom4sight may use any Feedback without any obligation to you and you hereby grant Fathom4sight a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit, or otherwise use such Feedback as Fathom4sight deems appropriate, without restriction, for any and all commercial or non-commercial purposes, in the sole discretion of Fathom4sight.

8. Fees.

(a) Platform Fees. Access to the Platform and use of Platform Content may be provided to you free of charge. However, Fathom4sight reserves the right in its sole discretion, at any time, to charge you for access to the Platform, use of Platform Content. In such event, Fathom4sight will obtain your approval prior to charging you. 

(b) Any payment made is non-refundable. Fathom4sight may use a third-party payment processor to facilitate payments, and by using such third-party service, you agree to its terms and conditions of service, as applicable.

9. Security. Fathom4sight has implemented security policies and practices that are designed to protect the security and integrity of the Platform. However, Fathom4sight does not guarantee the security of the Platform or the security or integrity of any communications between the User and the Platform. User acknowledges that it is User’s responsibility to use a secure connection to access the Platform and that User is solely responsible for implementing security safeguards to protect the User when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses, and other items of a disabling or destructive nature.

10. Privacy. Any personal information collected on the Platform is collected, used, and disclosed in accordance with the Privacy Policy and incorporated herein by reference. Fathom4sight reserves the right to amend the Privacy Policy from time to time in its sole discretion. You are responsible for complying with all applicable privacy laws and You covenant that all personal information uploaded to the Platform or otherwise provided to Fathom4sight is provided in compliance with all applicable laws.

11. Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, THE PLATFORM CONTENT AND SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, Fathom4sight MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM, PLATFORM CONTENT AND SERVICES: (A) ARE FIT FOR A PARTICULAR PURPOSE; (B) DO NOT INFRINGE THIRD PARTY RIGHTS; (C) ARE ACCURATE OR ERROR FREE OR WILL MEET YOUR NEEDS OR REQUIREMENTS; OR (D) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.

(b) You will defend, indemnify and hold harmless Fathom4sight from and against any and all claims, damages, liabilities, losses, costs and expenses (including legal fees, fines, fees and the cost of investigation and resolution), arising out of, relating to or in any connection with any claim, action, suit or proceeding by, or settlement with, any third party based on, or arising as a result of your use of the Platform and/or Platform Contents, or breach of these Terms.

(c) Fathom4sight shall not, to the maximum extent permissible under applicable law, be liable to you, or any third party, for any direct, indirect, special, incidental, exemplary, punitive, third party, consequential damages or any other damages, losses or expenses (including loss of profits, loss of or damage to data or other intangible or consequential economic losses) however caused, sustained by you or any other person in any connection with your access to or use of (or inability to access and use) Platform and/or Platform Contents. If and to the extent any of the foregoing limitations or exclusions of liability are determined by a court of competent jurisdiction to not apply or be enforceable for any reason, the total aggregate liability of Fathom4sight to you under these Terms in respect of any and all claims related to or arising out of the Platform and/or Platform Contents shall not exceed the lesser of CAD $10.00 or the fees or charges paid by you to Fathom4sight for the Platform Content or Service in the 1 month period prior to the claim giving rise to the liability, even if Fathom4sight has been advised of the possibility of such damages.

(d) You agree that the limitations and exclusions contained in these Terms are reasonable based upon the commercial circumstances, and that Fathom4sight would not have entered into these Terms and authorized your access to and use of the Platform but for your agreement to, and acceptance of, such limitations and exclusions. 

12. Term and Termination.

(a) Term. These Terms will remain in force unless and until terminated. 

(b) Termination. Fathom4sight reserves the right to discontinue the availability of the Platform, or your access to the Platform any time in its discretion. Furthermore, if you fail to comply with any term or condition of these Terms or are engaging in other misconduct or acts that Fathom4sight determines are or may be harmful to Fathom4sight or the Platform, Fathom4sight may, in its sole discretion and without notice to you or limiting its rights and remedies, terminate your access to the Platform. Fathom4sight will not be liable to you or any third party for any termination of these Terms or any termination or restriction of your right to use the Platform. In the event that these Terms are terminated for any reason: (i) you are required to immediately stop using the Platform; (ii) the license to use the Platform and any Platform Content under Section 3 will terminate contemporaneously; and (iii) with the exception of Section 3, all other terms and conditions of these Terms will survive such termination.

13. General Terms.

(a) Amendment. Fathom4sight may amend these Terms at any time. The most current version of these Terms will be posted on the Platform. If these Terms are revised, Fathom4sight will notify you by posting a notice on the Platform or by another method. If you do not agree to the revised Terms, you will not be permitted to continue accessing the Platform and/or Platform Contents. By continuing to access and use the Platform and/or Platform Contents after the effective date of the changes, you acknowledge and agree to such changes. The Terms cannot otherwise be amended or modified.

(b) Governing Law. These Terms shall be interpreted in accordance with and governed by the laws of the Province of Ontario, Canada, without regard to any conflict of law principles which would cause the application of any other law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Fathom4sight and you hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, and any party bringing a legal action or proceeding against any other party arising out of or relating to the Terms, the Platform and/or Platform Contents shall bring such legal action or proceeding in the courts of the Province of Ontario, Canada.

(c) Assignment/Binding Effect. You may not assign your rights and obligations under these Terms without the prior written consent of Fathom4sight. Fathom4sight may assign any of its rights and obligations under these Terms without your consent.

(d) Relationship. These Terms are not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon you or Fathom4sight for the actions or failure of the other.

(e) Entire Agreement. These Terms contain the complete and exclusive statement of the agreement between you and Fathom4sight and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in these Terms is binding on either you or Fathom4sight.

(f) Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Terms, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Terms shall be valid and enforceable to the extent granted by law.

(g) No Third-Party Beneficiaries. These Terms are solely for the benefit of you and Fathom4sight, and nothing in these Terms will be deemed to create any third-party beneficiary rights in any other person or entity.

(h) Waiver. The failure of Fathom4sight to exercise or enforce any right or provision of these Terms is not a waiver of such right or provision.

(i) Force Majeure. Fathom4sight shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, your acts or omissions, third party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.

(j) English Language. It is the express wish of you and Fathom4sight that these Terms be drafted in English. C'est le souhait exprès de vous et de Fathom4sight que ces Conditions soient rédigées en anglais.