Terms and Conditions Terms and Conditions of Use 2416573 Alberta Ltd., operating as ScaleupMap, a corporation registered in the Province of Alberta, Canada, headquartered in Edmonton, Alberta, Canada (“ScaleupMap”) operates each website that links to these Terms of Use together with our applications, APIs, and online services (collectively, the “Site”), as well as our other services, offerings, and other interactions (e.g., customer service inquiries etc.) you may have with us (together with our Site, collectively referred to as our “Services”). By accessing or using our Services, you are agreeing to these terms and conditions (the “Terms”) and concluding a legally binding contract with ScaleupMap. Do not access or use our Services if you are unwilling or unable to be bound by the Terms. Definitions Parties “You” and “your” refer to you, as a user of our Services. A “user” is someone who accesses, posts, edits, browses, or in any way uses our Services.“We,”“us,” and “our” refer to ScaleupMap. Content “Content” means text, images, photos, audio, video, documents and all other forms of data or communication.“Your Content” means Content that you submit or transmit to, through, or in connection with our Services, such as posts, comments, invitations, messages, and information that you publicly display.“User Content” means Content that users submit or transmit to, through, or in connection with our Services.“ScaleupMap Content” means Content that we create and make available in connection with our Services.“Third Party Content” means Content that originates from parties other than ScaleupMap or its users, which is made available in connection with our Services.“Site Content” means all of the Content that is made available in connection with our Services, including Your Content, User Content, Third Party Content, and ScaleupMap Content. Changes to Terms of Use We may modify these Terms from time to time. You understand and agree that your access to or use of our Services is governed by the Terms effective at the time of your access to or use of our Services. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on our Site. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of our Services after the effective date of modifications to the Terms indicates your acceptance of the modifications. Using our Services Eligibility To access or use our Services, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use our Services if we have previously banned you from our Site or closed your account. Permission to Use the Site We grant you permission to use our Services subject to the restrictions in these Terms. Your use of our Services is at your own risk. Site Availability Our Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. There are no guarantees provided whatsoever. User Accounts You must create an account and provide certain information about yourself in order to use some of the features that are offered through our Services. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. Communications from ScaleupMap and other Users By creating an account, you agree to receive certain communications in connection with your use of our Services. For example, you might receive questions or requests from other Users related to information you post on using our Services. If you have subscribed to them, you also will receive reading lists and email newsletters about events and business connection opportunities on the Website or in certain geographic areas. We provide unsubscribe links in all of our email footers if you no longer wish to receive those communications from us. User Profile If you have applied and been accepted to create a profile, you may utilize our Services to post materials, express interest in businesses, and communicate with other Users on the website in compliance with the Terms and during the period stated in your acceptance. As a User, you may use the ScaleupMap trademarks and service marks in connection with your use of our Services so long as you comply with the guidelines for its use that we may provide to you, as may be amended from time to time. You acknowledge and agree that how you utilize our Services as a User impacts our brand. Accordingly, you agree not to utilize our Services in a manner that diminishes and/or tarnishes our image and/or reputation, and that we may terminate your user profile and/or license to use our Services immediately if you do so. You may not receive compensation or favour from third parties in connection with your status as a User. In addition, you may not enter into any form of agreement on behalf of ScaleupMap without our written approval. Content Content Guidelines The purpose of our Services is to promote a thriving entrepreneurial ecosystem by introducing investors to startups. You confirm that the content provided on the website is true and accurate. You also commit to maintain an updated user profile, that represents the most up-to-date set of content related to your user profile. Responsibility for Your Content You alone are responsible for Your content and assume all risks associated with Your content. You represent that you own, or have the necessary permissions to use and authorize the use of Your content as described herein. You may expose yourself to liability if, for example, (i) Your content contains material that is false, intentionally misleading, or defamatory; (ii) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation. Our Right to Use Your Content We may use Your content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of our Services and any Other Media the right to access Your Content in connection with their use of our Services and any Other Media. Finally, you irrevocably waive, and cause to be waived, against ScaleupMap and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. Ownership As between you and ScaleupMap, you own Your content. We own the ScaleupMap content, including but not limited to the visual interfaces, interactive features, graphics, design and all other elements and components of our Services excluding Your content, User content, and third party content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the ScaleupMap content and our Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the ScaleupMap Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to our Services and the ScaleupMap content are retained by us. Other We reserve the right to remove, screen, edit, or reinstate User content from time to time at our sole discretion for any reason or no reason, and without notice to you. How your User content is managed is governed by the ScaleupMap privacy policy. Restrictions You agree not to, and will not assist, encourage, or enable others to use our Services to: Violate our Content or Event Guidelines as set forth in these Terms Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right Threaten, stalk, harm, or harass others, or promote bigotry or discrimination Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not Violate any applicable law You also agree not to, and will not assist, encourage, or enable others to: Violate the Terms Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit our Services or Site Content (other than Your Content), except as expressly authorized by ScaleupMap Reverse engineer any portion of our Services Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of our Services or on any materials printed or copied from our Services Record, process, or mine information about other companies and/or users Reformat or frame any portion of our Services Attempt to gain unauthorized access to our Services, user accounts, computer systems or networks connected to our Services through hacking, password mining or any other means Use our Services or any site content to transmit any computer viruses, worms, defects, trojan horses or other items of a destructive nature (collectively, “Viruses”) Use any device, software or routine that interferes with the proper working of our Services, or otherwise attempt to interfere with the proper working of our Services Use our Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, our Services or Site Content Remove, circumvent, disable, damage or otherwise interfere with any security-related features of our Services, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of our Services Suggestions and Improvements By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against ScaleupMap and its users any claims and assertions of any moral rights contained in such Feedback. Third Parties Our Services may contain links to third party websites. When you click on a link to any other website or location, you will leave our Services and you will be subject to the terms of use and privacy policy applicable to those websites. We have no control over, do not review, and cannot be responsible for, these outside websites or their content, and your use of such websites is at your own risk. The links to third party websites or locations are for your convenience and do not signify our endorsement of such third parties or their products, content or websites. Some of the services made available through our Services may be subject to additional third party or open source licensing terms and disclosures, which are incorporated herein by reference. Indemnity You understand and agree that you are personally responsible for your behaviour on our Services. You agree to indemnify, defend, and hold ScaleupMap, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “ScaleupMap Entities“) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of our Services, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. ScaleupMap reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any such matter without the prior written consent of ScaleupMap. ScaleupMap will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. DISCLAIMERS AND LIMITATIONS OF LIABILITY PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE ScaleupMap ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING OUR SERVICES. BY ACCESSING OR USING OUR SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS. OUR SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE ScaleupMap ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE ScaleupMap ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF OUR SERVICES, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE ScaleupMap ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM OUR SERVICE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF OUR SERVICES, OR INFORMATION FOUND ON, OR MADE AVAILABLE THROUGH OUR SERVICES. THE ScaleupMap ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES HOSTED BY THIRD PARTIES LISTED ON OUR SERVICES OR OUR SERVICE’S USERS. ACCORDINGLY, THE ScaleupMap ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR ATTENDANCE AT EVENTS AND/OR USE OF SERVICES OFFERED BY THIRD PARTIES THROUGH OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE ScaleupMap ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE EVENTS LISTED ON OUR SERVICES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH OUR SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF OUR SERVICES. THE ScaleupMap ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH OUR SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE ScaleupMap ENTITIES IN CONNECTION WITH OUR SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100. THE ScaleupMap ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. BY UPLOADING BUSINESS RELATED DATA ON THE WEBSITE, YOU ACKNOWLEDGE THAT THIS DOES NOT WAIVE YOUR LEGAL OBLIGATION TO COMPLY WITH THE DATA RETENTION POLICIES OF THE CANADA REVENUE AGENCY OR THE RELEVANT TAX AND/OR REGULATORY BODY IN YOUR JURISDICTION. FURTHER, ScaleupMap DOES NOT HOLD ITSELF OUT AS A SUBSTITUTE TO YOUR OWN DATA RETENTION OBLIGATIONS IN ANY CAPACITY. ADDITIONALLY, YOU AGREE TO RETAIN COPIES OF SAID BUSINESS RELATED DOCUMENTS (WHETHER ONLINE, OFFLINE OR BOTH) IN ORDER TO COMPLY WITH THE RELEVANT TAX AND REGULATORY AGENCIES OF YOUR JURISDICTION. Choice of Law and Venue These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the Province of Alberta in any legal suit, action or proceeding arising out of or based upon this Agreement.. Termination You may terminate the Terms at any time by closing your account, discontinuing your use of our Services, and providing ScaleupMap with a written notice of termination to info@ScaleupMap.com We may close your account, suspend your ability to use certain portions of our Services, and/or ban you altogether from our Services for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, our Services, Your Content, Site Content, or any other related information. In the event of any termination of these Terms, whether by you or us, certain provisions in this agreement will continue in full force and effect, including our right to use Your content. General Terms 1. We reserve the right to modify, update, or discontinue our Services at our sole discretion, at any time, for any or no reason, and without notice or liability. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through our Services. 2. Except as otherwise stated in above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party. The Terms contain the entire agreement between you and us regarding the use of our Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. 3. Any failure on ScaleupMap’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 4. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. 5. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with ScaleupMap’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. 6. The section titles in the Terms are for convenience only and have no legal or contractual effect.
