Welcome to PropXchange!

Use of the Site

1. Acceptance of Terms: These Terms of Use (as amended, supplemented, or replaced from time to time, the “Terms”) govern your access to and use of the Site. By accessing or using the Site, you agree to be bound by these Terms. If you do not accept these Terms, you must not access or use the Site.
2. Organizational Use: If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind such organization to these Terms, in which case “you” or “your” will refer to such organization. If you do not have such authority, or you do not agree with these Terms, you must not accept these Terms and may not use the Site.
3. Electronic Communications: You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically. You also agree that any transactions through the Site shall be conducted electronically. You may also be subject to additional terms and conditions applicable to certain services, including the PropXchange mobile application, which are incorporated by reference into these Terms.
4. Changes to Terms: We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time without notice to you. If we exercise this right, such changes will be effective as of the date the changes to these Terms are posted to the Site, and the “Last Update” notice at the top of this document shall be amended to reflect the date of such changes. It is your responsibility to check these Terms each time you access the Site to determine whether any changes have been made. If any change to these Terms is not acceptable to you, you must discontinue your use of the Site immediately. Your continued use of the Site after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use of the Site and do not alter the terms or conditions of any other agreement you may have with us.
5. Modification of Site: We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Site, including: (a) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Site (including Third Party Services (as defined herein)); (b) removing, adding, modifying or otherwise changing any Fees (as defined herein) arising out of use of the Site or any features of the Site; and (c) removing, adding, modifying or otherwise changing any content on the Site. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Site at any time without notice.
6. Age Requirement: You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time you register a user account with us.

Membership and Accounts

1. Account Registration: To use the Site, you must register for a user account by providing us with your real name, password, mailing address, valid email address, and certain other information that we may reasonably request, including information relating to your eligibility under applicable securities laws (including information we require to verify your identity, jurisdiction of residence, and your financial condition). You acknowledge and agree that we will rely on this information in providing you with access to the Site and any Offering (as defined herein). You must provide complete and accurate information to us and notify us promptly if your information changes.
2. Use of Personal Information: You consent to PropXchange's collection, use, and distribution of personal information provided by you for the purpose of verifying your identity (including for regulatory purposes) or creditworthiness (including by obtaining and using credit reports). Other personal identifiers, if provided, may be used to verify your identity, including matching credit reports. PropXchange may collect credit, financial, and related personal information for these purposes from you, credit bureaus, credit reporting agencies, and references provided by you to PropXchange. You consent to the disclosure of such information by these parties to PropXchange. You agree that PropXchange may, from time to time, use the above information and other personal information collected or compiled by PropXchange in connection with these Terms (including user account status and payment history) for the purposes of opening, administering, servicing, and enforcing these Terms, collecting amounts owing to PropXchange, verifying and evaluating your current and ongoing creditworthiness and financial status, responding to your inquiries, and otherwise communicating with you regarding a user account.
3. Account Security: You may not share your login information or password with any other person. You are responsible for all activity occurring under your user account. You shall abide by all applicable local, provincial, national, and foreign laws, treaties, and regulations in connection with the use of the Site, including those related to data privacy, international communications, and the transmission of technical or personal information. You shall: (a) notify us immediately of any unauthorized use of any password or user account or any other known or suspected breach of security; and (b) not impersonate another person or provide false identity information to gain access to or use the Site. Without limitation, we may immediately remove or suspend any user account where we suspect there has been an attempted or actual security breach or to ensure the security of the Site.
4. Unauthorized Access: If you become aware of unauthorized access to your account, you must change your password and notify us immediately. You agree to notify us promptly of any unauthorized use of your password and you will remain liable for any use of the Site to the extent permitted by applicable law.
5. Prohibited Uses: We You will not, and will not permit any third party to, directly or indirectly, use the Site in any manner that is unlawful (including by accessing the Site from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate, or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.
6. Legal Compliance: You are solely responsible for complying with all applicable laws with respect to your access to and use of the Site.

Limited Rights and Restrictions

1. Access Rights: Subject to these terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited-purpose right to access and use the Site and the content therein solely for your own personal, or internal business, use. You may not use, access, or use the Site or such content on any deviation thereof for the purposes of resale, solicitation, advertising, or to provide services to third parties or otherwise deal with the same without our prior written permission.
2. Prohibited Actions: You will not or permit any third party to, directly or indirectly: (a) modify, adapt, translate, reverse engineer, decompile, create derivative works from, or disassemble the Site for any reason whatsoever, including for the purpose of creating competitive products or services; (b) sublicense, lease, sell, resell, rent, share, loan, distribute, transfer or otherwise commercially exploit any portion of the Site, or allow the use of the Site on behalf of or for the benefit of any third party; (c) copy any portion of the Site onto your own or any other website or into a database or mobile application; (d) use the Site in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Site or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through the Site (including without limitation uploading, posting, or otherwise transmitting on the Site any computer viruses, trojan horses, worms, or other files or computer programs which are potentially harmful, disruptive, or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of the Site); (e) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Site in whole or in part; (f) use the Site in any manner that may dilute or depreciate the PropXchange name, intellectual property rights, reputation, or goodwill; (g) interfere with any other persons' use and enjoyment of the Site or of the Internet generally, including by harvesting or collecting information about other users of the Site; (h) send unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation (including solicitation for the purposes of any transaction) or otherwise contact any other user of the Site; (i) use the Site if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using the Site; (j) access the Site by any means other than through the interface that is provided by us for use in accessing the Site; (k) use the Site to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the servers on which the Site is stored, or any server, computer, or database connected to the Site; (l) use the Site to promote or engage in any unlawful activity or fraudulent act; (m) use the Site in any manner or for any purpose that violates any applicable law, regulation, contractual obligation, or industry standard; (n) use the Site to mislead or deceive others; or (o) cause any third party to engage in the restricted activities above. Any unauthorized use of the Site or any breach of these Terms immediately terminates the permissions or licenses granted by us to you to use the Site. We may further terminate your use of the Site, without notice and with or without cause, at any time and without liability to you.
3. Proprietary Rights: The Site (including its design and appearance), and all information, software, processes, and materials contained therein, including all text, graphics, videos, audio, photographs, illustrations, trademarks, trade names, logos, services marks, slogans, domain names, trade dress, icons, the arrangement of any of the foregoing, copyrights, and all other intellectual property and proprietary rights in and to the Site (collectively, the "Proprietary Information"), are owned by us or are licensed to us by our third party partners and licensors. Except for the limited rights expressly granted to you in these Terms, you shall have no right, title, or interest in or to the Site, and any and all rights not expressly granted to you in these Terms are reserved by us and our licensors.

Indemnity

Limitation of Liability

1. No Warranty: The site and all information, content, and materials available through the site are provided on an "as is" and "as available" basis without any warranties of any kind, either express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. PropXchange makes no warranties or representations about the accuracy or completeness of the content provided through the site or the content of any websites linked to the site.
2. Exclusion of Liability: To the fullest extent permitted by applicable law, PropXchange will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, resulting from your use or inability to use the site.
3. Limitation of Liability: PropXchange's aggregate liability for all claims arising out of or in connection with these terms or your use of the site shall not exceed the greater of: (a) the amount you have paid to PropXchange for the use of the site in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD$100.00).

General

1. Governing Law: These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws rules. You agree to submit to the exclusive jurisdiction of the courts of Ontario, Canada, to resolve any disputes arising out of these Terms or the Site.
2. Severability: If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
3. Assignment: You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice to you.
4. Waiver: No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision.