Last Update: 31/07/2017

ANY ACCESS TO, OR USE OF, THE BELOW-DEFINED MODEL PORTFOLIO STRATEGY (“PRODUCT”) BY ANY PERSON IS STRICTLY LIMITED TO THOSE INDIVIDUALS WHO MANIFEST THEIR ASSENT TO THE TERMS OF THIS SUBSCRIPTION AND USER AGREEMENT (“AGREEMENT”) BY CLICKING THE “YES” ICON. IF YOU DO NOT CONSENT TO BE BOUND BY, OR DO NOT UNDERSTAND AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE “NO” ICON. BY CLICKING THE “YES” ICON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM. BY CLICKING THE “YES” ICON, YOU FURTHER REPRESENT, WARRANT AND COVENANT THAT: (1) YOU ARE CURRENTLY A PRODUCT SUBSCRIBER IN GOOD STANDING OR HAVE BEEN AUTHORIZED BY SUCH A PERSON TO USE THE PRODUCT HEREUNDER; (2) YOU HOLD YOURSELF OUT AS AN ACCREDITED INVESTOR OR FINANCIAL/INVESTMENT PROFESSIONAL; (3) YOU WILL NOT HOLD OUT INOVESTOR ASSET MANAGEMENT (“IAM”) OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, REPRESENTATIVES OR EMPLOYEES AS PROVIDING “INVESTMENT ADVICE” AS SUCH TERM IS COMMONLY UNDERSTOOD IN THE JURISDICTION IN WHICH YOU ARE ALLOWED TO USE THE PRODUCT; (4) YOU ASSUME ALL SUITABILITY RESPONSIBILITIES FOR YOURSELF AND/OR YOUR CLIENTS (AS DEFINED BELOW); (5) YOU MAY ONLY USE THE PRODUCT IN THE COUNTRY LISTED AS YOUR ADDRESS IN THE MEMBERSHIP SUBSCRIPTION FORM OR OTHER SIMILAR DOCUMENT; AND (6) YOU WILL LIMIT THE USE AND DISTRIBUTION OF THE PRODUCT OUTPUT (AS DEFINED BELOW) TO YOURSELF AND CLIENTS WHO ARE LOCATED IN THE COUNTRY LISTED AS YOUR ADDRESS. YOU FURTHER REPRESENT, WARRANT AND COVENANT THAT, IF YOU PROVIDE TO ANY PERSON ANY SERVICES IN CONNECTION WITH YOUR USE OF THE PRODUCT OR ANY PRODUCT OUTPUT THAT COULD REASONABLY BE CONSTRUED AS “INVESTMENT ADVICE” UNDER THE TERMS OF ANY LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED AND IF YOU ARE NOT OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS THEREIN, YOU WILL ACT AS THE “INVESTMENT ADVISER” TO THAT PERSON AND COMPLY WITH ALL APPLICABLE LAWS AND OBLIGATIONS RELATED TO THAT ROLE.

1. The Product
The term “Product” shall mean the Model Portfolio Strategy and data, internet pages, fact sheets, presentations, files, charts and other information of any kind that are made available to you by IAM pursuant to this Agreement (as more particularly described in a separate Strategy license agreement, if any, or Strategy purchase order executed by Subscriber or any cash sale or IAM invoice), as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein. Without limiting the generality of the foregoing, the Product shall include: (i) Model Portfolio Strategy and statistics, and updates thereto, accessible via the IAM web site by means of a subscription paid for by Subscriber and/or otherwise made available to Authorized Users through an end-user license (the “Portfolio”); (ii) the format and organization of information entered by a user of the Product, and the integration of such information with the Portfolio (the “User-Entered Information”); (iii) the format and organization of information output by the Product; and (iv) data, internet pages, fact sheets, presentations, files, charts and other information of any kind that contain copies of all or part of the Portfolio or User-Entered Information and any works derived from any of the foregoing, whether in printed, electronic or any other form (collectively, “Product Output”).

2. Subscriber
The term “Subscriber” shall mean the person, whether an individual or entity, who is responsible for subscribing to, and paying for, the licensed right to use the Product.

3. Authorized User
The term “User” and “Authorized User” shall mean the Subscriber and any individual to whom the Subscriber is authorized by IAM to permit access to or otherwise use the Product, including, without limitation, all individuals to whom the Subscriber is authorized by IAM to provide a separate user name and password for access to the Product.

4. Inovestor Asset Management or IAM
“Inovestor Asset Management” or “IAM” shall mean 9306196 CANADA INC. or such entity through which the Product is licensed to the Authorized User in any particular jurisdiction. The terms, “we” or “us” shall be deemed to refer to “IAM” in all cases.

5. Authorized Users Issuance Process/ Grant of License
Subject to the terms and conditions of this Agreement, IAM grants to each Authorized User to whom Subscriber has properly provided a unique user name and password for the Product the following limited nonexclusive, nontransferable rights and licenses.

5.1 Number of Authorized Users
Unless IAM otherwise agrees in a separate Strategy license or Strategy purchase order, IAM will only provide Subscriber with the number of user name and password combinations equal to the number of user licenses purchased by Subscriber (the “Authorized User Limit”) and Subscriber shall ensure that the Product can be accessed or used only by Authorized Users, not to exceed the Authorized User Limit.  Subscriber/Authorized User shall be responsible for maintaining the confidentiality of the user name(s) and password(s) provided by IAM, and for ensuring that there is no more than one Authorized User for each such user name and password combination.  Subscriber shall keep a written record of the identity of its Authorized Users, and shall ensure that the number of Authorized Users does not exceed the Authorized User Limit.

5.2 Internal Use by Authorized User
Subject to the terms of this Agreement, IAM grants to Authorized User a limited, non-exclusive, non-transferable license to use the Product only for the Subscriber’s personal business use. In no event shall the Product be copied or distributed to any person other than an Authorized User or be used for the benefit of any third-party, except as permitted pursuant to Section 5.3 herein.

5.3 Authorized Users’ Use with Clients
In addition to the rights granted in Section 5.2 but, subject to all of the terms of this Agreement, IAM grants to Authorized User a limited, non-exclusive, non-transferable license to use the Product on behalf of: (i) investors who have established financial accounts for their own benefit, or who have expressed interest in establishing financial accounts for their own benefit, with Subscriber, and for whom Subscriber manages, advises or services, or intends to manage, advise or service, such financial accounts; and/or (ii) individuals (but no more than one individual per trust) who serve as trustees of a trust, who have established a financial account for the benefit of such trust(s), or who have expressed an interest in establishing a financial account for the benefit of such trust(s), with Subscriber, and for whom Subscriber manages, advises or services, or intends to manage, advise or service, such financial account (each individual described by the foregoing (i) and (ii) as “Client”) for the limited purpose of providing information and recommendations to such Clients in connection with their individual actual investments or potential future investments. The Product Output may be printed and distributed to individual Clients, subject to all of the following conditions: (i) the Product Output is provided in connection with, and relates to, independent investment advice provided by such Authorized User that is not derived from the Product; (ii) the quantity and value of such independent investment advice predominates over the quantity and value of the Product Output distributed to the Client; (iii) the Product Output distributed to the Client relates directly to specific investments, goals, needs or interests of that Client; (iv) no Product Output or any portion thereof is used as part of a general mailing or other distribution to more than one Client, and no substantially identical Product Output or any portion thereof is distributed to multiple Clients; and (v) only a Client who qualifies as an Accredited Investor (as defined in Rule 501(a) of the U.S. Securities Act of 1933, or in the Canadian Securities Administrators’ National Instrument 45-106, as applicable, as these may be amended and/or restated by the relevant securities regulatory authority), or who is acting on behalf of an Accredited Investor or who is exempt from such qualification requirement may receive Product Output containing any fund-specific information on an unregistered hedge fund. Authorized User agrees that the distribution of any Product Output that does not meet all of the conditions set forth above in subsections (i) to (v) will require the express prior written consent of IAM, and the payment of additional fees or royalties to be determined in IAM’s sole discretion according to IAM’s then current rates for reprints and/or data licensing. Any Product Output that is copied or distributed must contain the following statement, in legible type:

5.4 Export of Data from Product
If the Product provides a capability (without the use of any third party product, function, module or procedure, including without limitation operating system procedures such as “cut and paste”) to export data from the Strategy to a third party spreadsheet program, an Authorized User may use such capability to export data from the Strategy to a spreadsheet file, and may use such exported data with a spreadsheet program, only upon the following conditions: (i) any file, transmission, writing, spreadsheet, graph, report, chart or other document or material, containing such exported data or any part thereof, or derived from such exported data or any part thereof, shall be deemed Product Output under this Agreement, and copying and distributing of such Product Output shall be subject to the terms of this Agreement; (ii) such exported data shall be limited to information needed by an Authorized User to render information and independent recommendations in connection with a particular Client’s investment portfolio or potential future investments, and only for Clients that have existing financial accounts with an Authorized User; and (iii) in order to provide such information and independent recommendations to such Client, an Authorized User requires use of a function of the spreadsheet program that is not available in the Product and the exported data is limited to data necessary to use such function. Except as specifically provided in this Section 5.4 or as otherwise set forth in a separate addendum or amendment to this Agreement, if any, User shall have no right to export any Data from the Strategy.

6. Responsibility for Users
Authorized User shall be fully responsible for the compliance of all Users accessing the Product through or on behalf of him/her. Authorized User will keep his or her user name and password confidential and not allow any other party to use them to access the Product. The only exception to this confidentiality obligation is where the Authorized User needs to share his/her credentials with one or more Licensor integration partners to enable them to authenticate the Authorized User’s Product credentials. In the event that any User acts or fails to act in a manner that would be deemed a breach of this Agreement if such act or omission were committed by Authorized User, Authorized User shall be deemed in breach of this Agreement.

7. Payment
In exchange for the rights granted hereunder, Subscriber shall pay to IAM the subscription and other fees in the amount specified in the Subscription Form or other applicable order form document accepted by IAM. Any subscription fee or other payment due hereunder shall be payable within 21 days of the effective date of the then-current Subscription Term (as defined below) or upon execution of the relevant Subscription or order form. In addition to any other rights and remedies that IAM may have for non-payment hereunder, IAM may charge Subscriber interest at the lower of the annual rate of twelve percent (12%) or one percent (1%) per month, or the maximum rate permitted by law, on any payments not received upon their due date. In addition, Subscriber shall be charged any and all charge back or similar fee, and shall assume and pay any and all collection fees and costs incurred by IAM, including without limitation, IAM’s attorneys’ fees and disbursements.

8. Subscription Term
The initial Subscription Term of this Agreement shall commence on the delivery by IAM of Authorized User names and passwords to Subscriber, and end on the date reflected on the Subscription Form or other form accepted by IAM; provided, however, that the minimum Subscription Term length shall be no less than one (1) month’s time. There are no Product refunds since you get immediate access to the Model Portfolio Strategy holdings. Subscriber also hereby waives the application of article 2125 of the Civil Code of Quebec. This Agreement will automatically renew for successive Subscription Terms of the same duration and conditions (except for price which be IAM’s then effective rates), unless the Subscriber provides IAM with prior written notice of its intent to terminate its subscription to info@inovestor.am which must be received by IAM no less than fifteen(15) days before the start of any such renewal term or if the Agreement is terminated as provided herein; provided, however, that IAM may cancel this Agreement at any time (with the concurrent revocation of all User’s rights) for any reason, including if payment is not timely made by Subscriber.

If the Subscriber’s credit card number or expiration date changes for any reason, Subscriber shall provide IAM with updated information. If such updated information is automatically passed on from the credit card issuer to IAM, and IAM does receive such information, it will be treated by IAM as if such updated information were furnished by the Subscriber.

The Subscriber must promptly notify IAM if any information related to the credit card used to pay the subscription or other fees changes (e.g., contact information, billing address, etc.) or is no longer valid. Absent such notification, IAM will assume that all of the information related to the Subscriber’s credit card remains valid and will submit to the card processor all information that it requires for approval, both when the Subscriber initially subscribes and, if applicable, upon the commencement of any renewal of that subscription.

9. Ownership
The User acknowledges and agrees that: (i) the Product, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by IAM and/or its third party content providers (“Content Providers”), as applicable; (ii) the Product shall be treated as any other copyrighted material and is protected by United States and Canadian Copyright Law and International Treaty provisions; (iii) the Proprietary Information contains valuable copyrighted and proprietary material of IAM; (iv) the Proprietary Information is licensed, rather than sold, to User pursuant to this Agreement; and (v) User has no rights in the Proprietary Information, other than the rights and licenses granted to User pursuant to this Agreement. IAM may disclose additional information to User in the form of upgrades, documentation or other support during the Subscription Term. User agrees that such information shall also be deemed Proprietary Information. User acknowledges and agrees that IAM shall have the unrestricted right to aggregate any Product usage data, Product Output and User, Authorized User or Subscriber data for statistical and analytical purposes including, but not limited to market trends, data analytics, aggregated report preparation, data interrogation, capacity and performance analytics. IAM may aggregate User, Authorized User or Subscriber data regardless of whether such data was provided to IAM by User, Authorized User or Subscriber or by a third party service provider, supplier, vendor, or any other third party authorized by and/or acting on behalf of User, Authorized User or Subscriber. Nothing in this Agreement shall be construed to prohibit IAM, as part of and in the ordinary course of its business, from making commercially available to its customers and other third parties, globally, and from otherwise providing and distributing (orally, in writing, electronically through the internet or otherwise) such aggregated data. User, Authorized User and Subscriber shall have no right or title to, or any proprietary right in, any aggregated data.

10. Trademarks
User acknowledges that IAM is the owner or licensee of, trademark rights in the names and word marks Inovestor Model Portfolio Strategy and in the design marks, whether or not registered. User acknowledges that these names, marks and designs are famous and well known. User shall not, at any time or for any reason, challenge the validity of, or IAM’s license or ownership of, the foregoing names, marks and designs, and User waives any rights User may have at any time to do so. All marks not owned by IAM are the property of their respective owners.

11. Restrictions on Use
No User may: (i) use, copy, modify, merge, install, transfer or distribute the Product or Product Output, except as expressly provided in this Agreement; (ii) export any data or information, whether with or without the use of any third party product, function, module or procedure, or operating system function such as “cut and paste,” from the Database to any other application, file, product, module or procedure; (iii) reverse-engineer, decompile, translate, disassemble or separate the components of the Product (including without limitation viewing or otherwise obtaining HTML source code), or as specified by law; (iv) sublicense, rent, sell or lease the Product or any part thereof; (v) use any program, procedure, device or method other than the Programs and a web browser to access, use, or reproduce the Product, Product Output or User-entered information or any part thereof, without IAM’s express prior written authorization; (vi) use the Product or any part thereof for third-party training, commercial time-sharing or service bureau use; (vii) encourage or facilitate any other User’s breach of the terms of this Agreement; (viii) permit use of the Product by a person other than an Authorized User; (viii) use the same password and user name combination as another User; (ix) export the Product to any country where export is prohibited by the United States, Canada or any other export laws; (x) attempt to defeat, modify or work around any security devices protecting the Product. In addition, installation and/or use of the Product on or through a shared terminal or kiosk is expressly forbidden. Notwithstanding anything to the contrary in this Agreement, no User shall distribute any Product Output as part of a general distribution or for advertising or promotional purposes.

12. Disclaimer of Warranty
ALTHOUGH IAM WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE PRODUCT IS FREE OF VIRUSES AND DAMAGING OR DISABLING CODE, ERRORS OR OTHER DEFECTS, THE PRODUCT IS PROVIDED “AS IS” WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. USER ACKNOWLEDGES THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE PRODUCT MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT LIMITED TO, THE PRODUCT OUTPUT AND THE USER-ENTERED INFORMATION) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. IAM DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER IAM NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PRODUCT OR ANY INFORMATION CONTAINED IN OR DERIVED FROM THE PRODUCT. NEITHER IAM NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR ANY LOSS, COST, CLAIM OR DAMAGE BASED UPON ANY INVESTMENT DECISION ARISING FROM OR RELATED TO THE USE OF THE PRODUCT OR THE INFORMATION CONTAINED THEREIN. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. IAM SHALL NOT BE CONSIDERED AN “EXPERT” UNDER THE SECURITIES ACT OF 1933 NOR UNDER CSA NATIONAL INSTRUMENT 51-102. ANY RESEARCH PROVIDED SHOULD NOT BE CONSTRUED AS A SOLICITATION, ENDORSEMENT OR RECOMMENDATION TO BUY OR SELL A SECURITY. THE INFORMATION CONTAINED IN THE PRODUCT SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR ANY OTHER TYPE OF ADVICE. IT IS FOR YOUR INFORMATION AND EDUCATION ONLY. IAM DOES NOT WARRANT THAT THIS PRODUCT COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF FINRA (FINANCIAL INDUSTRY REGULATORY AUTHORITY), IIROC (INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA) OR ANY OTHER ENTITY OR AGENCY, GOVERNMENT OR OTHERWISE. USER ACKNOWLEDGES FOR ITSELF AND ANY CLIENTS THAT CERTAIN INFORMATION AND DATA WITHIN THE PRODUCT ARE DERIVED FROM VARIOUS THIRD PARTY SOURCES AND THAT ANY STATEMENTS, COMPILATIONS OR DERIVATIONS THEREOF CONTAINED IN OR EFFECTED THROUGH THE PRODUCT MAY BE OF A SUBJECTIVE NATURE. USER FURTHER ACKNOWLEDGES FOR ITSELF AND ANY CLIENTS THAT CERTAIN INFORMATION AND DATA WITHIN THE PRODUCT AND THE PRODUCT ITSELF ARE CLOUD-BASED AND HOSTED ON THIRD PARTY SERVERS, AND THAT IAM DOES NOT REPRESENT OR GUARANTEE THAT SUCH INFORMATION, DATA OR PRODUCT RESIDE IN THE COUNTRY, STATE OR PROVINCE WHERE THEY ARE ACCESSED OR USED.

13. Limitation of Liability
Each User is solely responsible for (i) its use of the Product, and (ii) any damages to itself, any Subscriber, any Authorized User, any Client and/or any other third parties arising from the Product except to the extent otherwise specifically provided by law. IAM will not be liable for: (i) loss of, or damage to, records or information of any Subscriber, any Authorized User, any Client or any other User; or (ii) any damages suffered or claimed by User, any Subscriber, any Authorized User or any Client based on any third party claim except to the extent otherwise specifically provided by law. REGARDLESS OF THE BASIS ON WHICH ANY USER, SUBSCRIBER, AUTHORIZED USER, CLIENT OR OTHER PARTY MAY BE ENTITLED TO RECOVER DAMAGES FROM IAM (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, CONTRACT OR FIDUCIARY DUTY; FRAUD, NEGLIGENCE, MISREPRESENTATION OR OTHER TORT; OR INDEMNITY), IAM’S LIABILITY WILL BE LIMITED TO ACTUAL DIRECT DAMAGES (INCLUDING UNDER SECTION 15 HEREOF) THAT CAN BE PROVEN UP TO AN AMOUNT NOT TO EXCEED THE LESSER OF FIFTEEN THOUSAND CANADIAN DOLLARS ($15,000 CAD) AND THE AGGREGATE OF SUBSCRIPTION FEES ACTUALLY PAID BY SUBSCRIBER IN CONNECTION WITH THIS AGREEMENT PROVIDED, HOWEVER, THAT IF MULTIPLE USERS ARE ACCESSING THE PRODUCT PURSUANT TO A SINGLE SUBSCRIPTION FORM, IAM’S AGGREGATE LIABLITY TO ALL SUCH USERS SHALL BE LIMITED TO FIFTEEN THOUSAND CANADIAN DOLLARS ($15,000 CAD). FURTHERMORE, THE PARTY SUFFERING SUCH DAMAGES OR LOSSES MUST FIRST EXHAUST ANY AVAILABLE LEGAL AND EQUITABLE REMEDIES AGAINST PARTIES OTHER THAN IAM. EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED BY LAW, IAM SHALL IN NO EVENT BE LIABLE TO ANY USER, SUBSCRIBER, AUTHORIZED USER, OR THIRD PARTY (INCLUDING THE CLIENTS OF SUBSCRIBER AND/OR ITS AUTHORIZED USERS) FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SAVINGS, REVENUES, BUSINESS OPPORTUNITIES OR BUSINESS ADVANTAGES OR CLAIMS FOR INDEMNIFICATION UNDER SECTION 15 HEREOF) WHATSOEVER, EVEN IF IAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Indemnification by IAM
If a third party claims that the Product infringes that party’s U.S. or Canadian patent, copyright or trademark and names Authorized User as a defendant in such claim or suit, IAM will, at its expense but subject to the limitations on its liability set forth hereunder, defend Authorized User against that claim and pay all costs, damages and reasonable attorney’s fees that a court finally awards against Authorized User, provided that Authorized User: (i) promptly notifies IAM in writing of the claim; (ii) allows IAM to control, and cooperates with IAM in, the defense thereof and any related settlement negotiations; and (iii) in no event shall Authorized User agree to, or authorize settlement of, any such claim without IAM’s prior written agreement. If such claim is made, or appears likely to be made, IAM, in its sole discretion, may elect: (i) to procure the right to continue use of the Product; (ii) to replace, at IAM’s cost, the Product, or any portion thereof, with a substitute product that functions substantially in accordance with the specifications for such Products; (iii) to modify, at IAM’s cost, such Product so that it does not infringe or misappropriate, provided that the Product, as modified, continues to perform substantially in accordance with the applicable specifications; or (iv) to terminate this Agreement and, as appropriate, refund to Subscriber any fees Subscriber paid for the subscription to use the Product depreciated on a pro-rata basis over the then current Subscription Term. This is IAM’s entire obligation under this Agreement with respect to any claim of infringement or misappropriation. Notwithstanding the foregoing, IAM shall have no obligation under this Section 15 with respect to any claim of infringement or misappropriation based upon any modification of the Product by Authorized User, Subscriber or any of their agents, or the use of the Product by any such persons in a manner or for a purpose not specifically authorized hereunder.

15. Indemnification by User
User shall defend, indemnify and hold IAM harmless against any loss or damage of any kind (including, without limitation, lost royalties) arising from: (i) a breach of this Agreement or any representation, warranty or covenant contained herein; (ii) use of the Product not specifically authorized hereunder by such person or anyone accessing the Product through him/her; (iii) any other conduct of, or attributable to, any User and/or Client hereunder; (iv) any violation of any separate agreement by a User with respect to the Product hereunder (regardless of whether such agreement may be legally enforced against him/her); and (v) any claim or action by any Client in connection with the Product, this Agreement or any activities of any User.

16. Termination
IAM may terminate this Agreement immediately for any reason including if Subscriber and/or Authorized User is in material breach of any of its obligations hereunder, or if any User accessing the Product through such individual acts or fails to act in accordance with the terms of this Agreement and such an act or omission would be a material breach if committed by Subscriber or Authorized User, including, but not limited to: (i) refusing to provide a written certification or refusing to permit IAM to conduct an audit as provided herein; (ii) permitting use of the Product by a person other than an Authorized User; (iii) using, copying or distributing the Product other than as expressly authorized by this Agreement; (iv) sharing the same password and user name combination with others; or (vi) materially failing to comply with any other obligation imposed by this Agreement or any related agreement. In addition, IAM may terminate this Agreement immediately without notice if Subscriber does not timely pay all subscription and other fees due and payable under the applicable Subscription Form, order form or other agreement with IAM.

17. Effect of Termination
Upon expiration or termination of this Agreement for any reason, all of Authorized User’s rights in and to the Product, as well as the rights of all persons having access to the Product through such Authorized User, shall terminate. Termination shall not affect Subscriber’s obligation to pay all fees and royalties due prior to termination, and termination shall not relieve Subscriber of any liability for breach of this Agreement. The terms of Sections 6, 7, 9, 10, 11, 12, 13, 14, 15, 18, 20, 21, 22, 23, 24, 27 and 30 (as they relate to additional limits on IAM’s liability) shall survive expiration or termination of this Agreement.

18. Confidentiality
Except as expressly provided in this Agreement, User shall keep secret and confidential and shall not disclose, provide or otherwise make available to any person the Proprietary Information. User (i) shall use his/her best efforts, and shall employ reasonable security measures, to prevent any unauthorized disclosure of the Proprietary Information and (ii) shall immediately advise IAM of any information User has or receives of any actual or potential unauthorized disclosure or access. User acknowledges that the Product is only being disclosed to User based on a confidential relationship established under this Agreement. User further acknowledges that such information is to be used only as expressly permitted hereunder, and that the restrictions of this Agreement are necessary to protect the secrecy of the information and to protect against the occurrence of irreparable injury or harm to IAM.

IAM acknowledges that in the course of performing its obligations under this Agreement, IAM may become privy to information which Subscriber considers confidential and proprietary to its business or Clients, including, but not limited to, information concerning the identities of Clients and other related data, internal controls, computer or data processing programs, business or financial affairs or methods of operations, accounts, transactions, proposed transactions, security procedures, trade secrets, know-how or inventions of Subscriber, its Authorized Users or Clients (Subscriber Confidential Information); provided, however, that Subscriber Confidential Information shall not include any information that is (i) already in the public domain at the time of disclosure; (ii) communicated to IAM by a third party not subject to any confidentiality obligations with respect to the Subscriber Confidentiality Information; (iii) derived independently by IAM; (iv) excepted from this provision by the written permission of an authorized representative of Subscriber; or (v) required to be disclosed pursuant to a valid subpoena or other order of a court or government agency of competent jurisdiction. IAM will use commercially reasonable measures, but in no event measures that are any less protective than those IAM uses to protect its own confidential and proprietary information, to ensure that the Subscriber Confidential Information is not disclosed to any third party.

19. Compliance with Regulations; Processing of Personal Data
Authorized User (or Subscriber) is solely responsible for obtaining regulatory (e.g., FINRA, IIROC) approval of any Product Output to the extent necessary. The foregoing states the totality of IAM’s obligations with respect to regulatory compliance, and IAM expressly disclaims any and all representations, warranties and liability associated with any of the foregoing. In addition, if the User provides to any person any products or services in connection with the use of the Product hereunder that could reasonably be construed as “investment advice” under the terms of an investment advisory or any other, similar law in any jurisdiction in which User uses the Product and if the User is not otherwise exempt from the registration requirements of the law in question, User agrees that, as between IAM and the User, the User will act as the “Investment Adviser” to that person and comply with all applicable laws and obligations related to that role.

To the extent that IAM handles any personal data under this Agreement, IAM’s role in the handling of such personal data is strictly limited to that of being a Data Processor for and on behalf of Subscriber and/or Authorized User. Subscriber/Authorized User understands and agrees that IAM may process and/or store personal data outside of the jurisdiction in which Subscriber/Authorized User is located. Subscriber/Authorized User remains fully responsible for complying with all applicable data privacy laws and regulations in its role as the Data Controller.

20. Audit
At any time during the term of this Agreement, but no more than once per calendar quarter, IAM may request that Subscriber and/or Authorized User provide to IAM, and certify the authenticity of, such information as IAM may reasonably require with respect to Clients who receive Product Output. IAM shall have the right at any time, upon prior notice to Subscriber, to audit the records of Subscriber and/or Authorized User regarding the foregoing, to verify compliance with this Agreement.

21. Inadequacy of Legal Remedy
User acknowledges that IAM’s legal remedies (including the payment of damages) are not sufficient in the event of any breach by User of any provisions of this Agreement regarding the ownership, use, copying, distribution, confidentiality or nondisclosure of the Product, Product Output or other Proprietary Information, and that IAM would suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, User consents to entry of any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without posting of bond or other security or proof of irreparable harm.

22. Place for all Disputes
All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws applicable within the Province of Quebec, Canada, without regard to its conflict-of-law provisions. In the event of any legal proceedings arising out of this Agreement or the performance thereof, User agrees and consents to the exercise of personal and exclusive jurisdiction over User by the provincial or federal courts located in Montreal, Quebec. User shall not initiate any legal proceeding arising out of this Agreement or the performance thereof except in the applicable jurisdiction set forth above and irrevocably waive any defense of “forum non conveniens”. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

23. Time to Bring a Claim or File Suit
User may not bring a legal action under this Agreement more than two (2) year after the cause of action arose.

24. Entire Agreement; Variation
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. Except as expressly provided herein, no amendment of, or modification to, this Agreement be shall be effective unless in writing and signed by a duly authorized representative of each of the parties hereto; provided, however, that IAM reserves the right to alter the Product or any feature or terms and conditions of use thereof, or the address at which it may be accessed. No IAM reseller, agent or employee is authorized to make any amendment to, or modification of, this Agreement.

25. Assignment
Authorized User may not assign this Agreement without the consent of IAM, which consent will not be unreasonably withheld.

26. Third Party Beneficiaries
There are no intended third party beneficiaries of this Agreement (including Clients).

27. Severability
If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby.

28. No Investment Advice
The User acknowledges that: (i) IAM does not provide investment advice hereunder and that nothing within the Product constitutes investment advice (as defined under applicable laws and jurisdiction) and that the User shall not treat any of the Product’s content as such; (ii) IAM does not recommend any financial product; (iii) Inovestor does not recommend that any financial product should be bought, sold or held by the User or its Clients; (iv) nothing within Product should be construed as an offer, nor the solicitation of an offer, to buy or sell securities by IAM; (v) nothing within the Product is intended to be or to be treated as an inducement or invitation to engage in any kind of investment activity.

29. Language
The parties specifically acknowledge and consent to this Agreement being drawn up in the English language. Les parties aux présentes reconnaissent et consentent à ce que cette convention soit rédigée en langue anglaise. In the event of any inconsistency between the English language version of this Agreement and any other language version including French, the English language version shall control.

30. Links
The Product may contain information, products, and services provided by third parties and links (including advertisements) to third party Web sites. This information and these products, services, and links are provided only as a convenience to Users. IAM does not review or control this information or these products, services, or other Web sites, and Inovestor does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites. Inclusion of any of the foregoing in the Product does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with IAM with respect to any third party or its Web site or content, or any information, products, or services provided by that third party.