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DROPLOSS SYSTEM USER TERMS AND CONDITIONS

A.  INTRODUCTION

 

The DropLoss System is a web service that allows users to create and sign documentation online for the purpose of offering certain qualifying investments to DropLoss for purchase.  You must accept these terms to use The DropLoss System.

 

Our Privacy Policy that forms part of this agreement can be found at https://droploss.ca.

B.  KEY TERMS

 

The following terms are used regularly throughout these System User Terms and Conditions and have a particular meaning:

 

  1. User means an user of the DropLoss System that submits information or data to DropLoss.

  2. Agreement means the agreement formed in accordance with these System User Terms and Conditions between the Company and the User.

  3. Company means 1760840 Alberta Ltd. d.b.a DropLoss.

  4. Content means all information, data, text, or other matter of any kind entered into the DropLoss System by an User.

  5. User Services means the services listed below.

  6. User Data means the information or data submitted by an User through the DropLoss System.

  7. Transfer Documents means a document created by DropLoss using the User Data submitted on the DropLoss System.

  8. Fee means a fee payable to the Company for access to or use of The DropLoss System.

  9. Final Document means a Transfer Document that has been created using The DropLoss System.

  10. The DropLoss System means the Company’s suite of tools, templates, applications and services, known together as “The DropLoss System”, licensed to and accessed by the User under this Agreement.

  11. Privacy Policy means the Company’s privacy policy as updated from time-to- time, accessible at https://droploss.ca.

  12. Services has the meaning described in item B.2 of the Important Terms.

  13. Signatory means a User that uses the Signatory Services.

  14. Signatory Services means the service of viewing or signing a Document.

  15. Site means the website found at https://droploss.ca.

  16. User is the collective term used to refer to an User or Signatory, as the use of the term in its context implies.

C.  AGREEMENT

 

This Agreement governs the use of the DropLoss System by any User and limits the liability of the Company to any User. This Agreement has specific terms of use that apply to each User.

 

The DropLoss System allows users to:

  1. Enter User Data into the DropLoss System and create documents from DropLoss templates;

  2. Customise Offering Documents using the tools and features of the DropLoss System;

  3. Deliver Transfer Documents to the Company for proposed purchase by the Company, and if accepted for purchase by the Company (which is not in any way guaranteed under this Agreement or any Transfer Document until duly executed by the Company) receive completed Transfer Documents.

  4. Take advantage of such other documents templates, tools and features made available via the DropLoss System from time-to-time (Services);

 

The DropLoss System is available through the URL https://droploss.ca (or other domain as used by the Company from time-to-time).

 

In addition to any other express or implied consents, by using the DropLoss System the User accepts and agrees to the terms of this Agreement and the Privacy Policy.

D.     USING THE DROPLOSS SYSTEM

 

The DropLoss System is accessible to the User via the Site.  The Transfer Documents and User Data are accessible to the email address of the User provided on the DropLoss System and may be emailed directly to such email address.  To access the Services, each User must Accept the User Terms and Conditions and Privacy Policy when initiating the DropLoss System.

 

The DropLoss System provides Users with a methodology of entering User Data into the DropLoss System in order to create a Transfer Document.  Each User uses the DropLoss System at its own risk. The Company’s liability to a User is limited to the provision of the Services, and the Company accepts no responsibility for:

 

(a)    The accuracy, completeness or content of any User Data submitted on the DropLoss System, including where prompted or guided by the DropLoss System to provide such User Data;

(b)   The content of any Transfer Documents, including any User Data contained in the DropLoss System; or

(c)     The costs, consequences, losses, benefits, taxes or liabilities of relying on any Transfer Documents;

 

An User that creates a Transfer Document using the DropLoss System is responsible for the terms of that Transfer Document.  The Company shall not be responsible to any User for the terms or User Data contained (or referred to) in a Transfer Document.

 

The Company makes no warranty as to the legality of any Transfer Document created using the Services. Each User is responsible for seeking independent legal, accounting and investment advice regarding a Transfer Document prior to signing it, and ensuring that the service is suitable for their purposes.

 

The Company does not and is not providing any legal, tax, investment, financial or other professional advisor to the User in the use of the DropLoss System or preparation of a Transfer Agreement, nor in regard to any transactions contemplated therein.  Users are advised to seek independent legal, tax, investment, financial or other professional advice with respect to this Agreement, the Transfer Documents and the sale of any Securities.  

 

The Company may provide instructional documentation on the Site, within the Transfer Document and within the DropLoss System to assist Users with the DropLoss System. This documentation may be updated from time-to-time without notice, is intended as guidance only and does not supersede or replace the limitations of this Agreement.

 

Each Transfer Document is deployed from The DropLoss System using the Company’s electronic mailing system administered by google mail as admin@droploss.ca automatically using email address information shared by the User as User Data.  The User represents and warrants to the Company that any such email address is a valid and existing email address owned and controlled by the User.

 

In addition to any other express or implied consents, by using the DropLoss System the User accepts and agrees to the terms of this Agreement and the Privacy Policy.

E.     DEPENDENCIES

 

The User agrees and acknowledges that:

 

(a)    The DropLoss System has third party dependencies which may affect its availability, including (without limitation) infrastructure providers; 

(b)   The DropLoss System is reliant on the truth, completeness, and accuracy of all information provided by the User as User Data;

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The Company has no means of controlling the availability of such dependencies, although each of those services has a robust operating standard suitable for commercial dependency

F.     PAYING FOR THE DROPLOSS SYSTEM

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The Fees for using The DropLoss System are CA$199.99 + GST.  The Company automatically deducts CA$10.00 from the Fee as a set-off payment for the securities anticipated to be offered to DropLoss upon your completion and execution of the transfer documents generated by the DropLoss System. The Company may update the Fees and any features associated with a Fee from time-to-time by updating them on the Site.

 

GST is applicable to any Fees charged by the Company to the User when required. The Company will provide the User with an invoice for all payments.

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No refunds of Fees are offered other than as required by law.

G.     TRANSFER DOCUMENTS AND PURCHASE OF SECURITIES

 

The Transfer Documents generated by the DropLoss System rely on the User Data provide by an User for the purpose of allowing an User to offer to the Company certain qualifying securities for purchase by the Company at a fixed price.  Although the Company will consider, and generally seeks to purchase all qualifying securities offered to it for purchase under a Transfer Document appropriately submitted to it on a timely basis, nothing in this Agreement, nor elsewhere, implies or otherwise guarantees that the Company or any other person will purchase any securities offered for purchase by the Company under a Transfer Document created using the DropLoss System.  The Company reserves the right to refuse purchase of any securities from an User for any reason in the Company’s sole discretion. 

 

In the event that the Company elects not to purchase an investment offered in the Transfer Documents, the User will not be required to rebate or refund any purchase price set-off amount already attributed to such proposed offer.

 

Upon acceptance of Transfer Documents by the Company to purchase an investment, the Company may in its sole discretion seek to contact the issuer of the investment using the User Data, or any other means available to the Company, in order to notify the issuer of the transaction contemplated by the Transfer Documents.   Nonetheless, nothing in this Agreement or in the Transfer Documents obligates the Company to effect a transfer of an investment on the books or records of an issuer and it is the sole responsibility of the User to take all such steps required by them to ensure transfer has been completed. 

H.     IMPORTANT USER TERMS

 

The User agrees and accepts that:

 

(a) The Company may change the Services at any time.

(b) The User indemnifies the Company and will hold the Company harmless for any claim that arises from its use of the DropLoss System or any Transfer Document that the User creates.

(c) The User accesses the DropLoss System and creates Transfer Documents at its own risk.

(d) The Company holds no duty of care to an User to ensure the sufficiency or accurateness of any User Data prompted for entry by the DropLoss System or the sufficiency or accuracy of any Transfer Document created on the DropLoss System.

(e) The Company makes no warranty or representation as to the tax consequences or legality of any use of the Transfer Documents.

(f)  The Company is not acting as a legal, accounting, tax or investment advisor to the User, nor as a dealer, adviser or fund manager in any capacity.

(g) The Company takes no responsibility for the User Information entered into the DropLoss System by an User.

(h) The Company makes no warranty or representation as to the quality, safety or fitness for purpose of the Transfer Document or any property or chattel described in a Transfer Document.

(i)  The Company makes no warranty or representation that an issuer of securities will accept a Transfer Document.

(j)  The Company makes no warranty or representation that a Transfer Document will legally effect transfer of any investment, property or chattel on the books and records of an investment issuer or otherwise.

(k) The Company takes no responsibility for any harm or loss suffered by a User as a result of using the DropLoss System or visiting the Site, including creating or submitting a Transfer Document or relying on information contained in a Transfer Document or on the Site.

 

For the avoidance of doubt a Signatory shall have no claim against the Company for its use of the Site, DropLoss System, a Transfer Document, or the contents of a Transfer Document.

 

The User is responsible for obtaining legal, accounting and investment advice relative to a Transfer Document prior to signing.

 

The User agrees that it shall only use the DropLoss System for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

I.         USER DATA

 

The Company obtains no right, title or interest in User Data except to the extent required to prepare a Transfer Document and as authorized within a Transfer Document to share such information with an investment issuer.

 

The Company accepts no liability for the content of User Data.

 

The User is responsible for the accuracy, quality and legality of User Data and the User’s acquisition of it, and the users that create, access and/or use User Data.

 

The Company has no obligation to maintain, record or store any User Data and is authorised to permanently delete User Data at any time.

 

The Company makes no warranty as to the suitability of The DropLoss System in regards to the User’s privacy obligations at law or contract, and it is the User’s responsibility to determine whether The DropLoss System is appropriate for the User’s circumstances.

J.      LIMITATION OF LIABILITY AND INDEMNITY

 

The User agrees that it uses The DropLoss System at its own risk.

 

The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

 

The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of The DropLoss System or conduct in connection with The DropLoss System, including any breach by the User of this Agreement.

 

In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use The DropLoss System, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

 K.     APPLICATION OF THIS AGREEMENT

 

This Agreement applies to use of and access to the DropLoss System and any Transfer Document created on the DropLoss System

 

By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use the DropLoss System for the in accordance with the terms and conditions of this Agreement.

 

Where the User does not accept or can no longer comply with the terms and conditions of this Agreement, the User must immediately cease using the DropLoss System and any Transfer Document created on the DropLoss System. 

 

This Agreement may be updated by the Company at its absolute discretion from time- to-time.

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