LAST UPDATE

February 14th, 2020

AGREEMENT TO TERMS

Factor-Based provides financial research through its website (hereafter referred to as the ‘Site’). By accessing or receiving any information, strategies and tools we provide (hereafter referred to as ‘Resources’), you expressly understand and agree to accept and adhere to the following statements in this policy (hereafter referred to as ‘Terms of Use’), along with the terms and conditions as stated in our Privacy Policy. If you do not agree with our Terms of Use or if you are unable to assume the obligations set forth herein, please do not access or receive our Resources. We reserve the right to restrict, terminate or deny your access if you fail to comply and without any notice.

Supplemental terms and conditions may be posted on the website from time to time. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information, strategies and tools provided are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Users who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

NO RECOMMENDATION

Factor-Based is not registered as an Investment Advisor, Financial Planner, Financial Analyst, Portfolio Manager, Financial Bank or Securities Broker in any jurisdiction. All Resources accessed or received are general in nature and were written for educational purposes only. They not constitute financial advice or any other advice specific to you and do not contain any solicitation to buy or sell any financial securities or instruments.

NO LIABILITY

By accessing or receiving our Resources, you expressly understand and hereby agree that Factor-Based will not be held liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive financial loss or damages which may be incurred as a result of using our Resources, or as a result of any changes, data loss, file corruption, cancellation, loss of access, or website downtime to the full extent of applicable Canadian laws.

NO WARRANTY

Our forward looking statements involve inherent risks and uncertainties which may cause actual results, performance or achievements of both Factor-Based and its users to be materially different from results, performance or achievements expressed or implied by our Resources. Past performance may differ from real performance and past performance is neither an explicit nor implicit guarantee of future performance.

SUITABILITY RISK

The financial securities or instruments described in our Resources may neither be suitable to you nor eligible in your jurisdiction. By accessing or receiving our Resources, you must take in consideration your own financial objectives and constraints as part of your investment process. Always undertake your own due diligence or seek a qualified and registered financial professional before taking any real investment decision in your portfolio.

ACCURACY RISK

The Resources provided herein have been gathered or arrived from various sources believed to be reliable but we make no explicit nor implicit warranty on their accuracy. Views and opinions expressed in our reports are those of Factor-Based and may be subject to change without notice. Any defects in the operation or functionality of any Resources we provide will be repaired or corrected promptly by our staff once notified.

MODEL RISK

Some Resources provided herein are based on algorithms generated automatically. While they have been backtested following strict conditions, results are merely hypothetical. They could be subject to various model risks such as model inapplicability, inaccurate model specification, programming errors, technical errors, use of inaccurate approximations, implementation risk, various data issues, miscalculations and calibration errors.

DISCLOSURE POLICY

Factor-Based and/or its employees may own interests in financial securities and instruments described in our Resources. In compliance with best practice standards, we will disclose these positions at the time of writing or updating our Resources. However, we will not notify the variation of said positions in time and shall receive no liability from any user that relates to these positions.

INTELLECTUAL PROPERTY

All Resources accessed or received but not limited to texts, graphics, images, codes, files, brand and logo are the intellectual property of Factor-Based, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless authorized.

PRIVACY POLICY

Your privacy is very important to us, which is why we have created a separate Privacy Policy. This policy is included under the scope of these Terms of Use and covers the following topics thoroughly: Information Collection, Information Protection, Information Usage, Cookie Usage, Third Party Disclosure, Third Party Links, California Online Privacy Protection Act and Changes to our Privacy Policy.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site.

By using the Site, you represent and warrant that you will use our Resources strictly for the purpose of 1) serving retail clients if you are an investment advisor or 2) for personal use if you are an individual investor. If you attempt to use our Resources outside of this scope internally thru a corporate SMA program or externally with institutional investors of any kind, we reserve the right to suspend or terminate your account and refuse any and all current use of the Site.

USER REGISTRATION

You are required to register on the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim or change your usemame if we determine, in our sole discretion, that such username is inappropriate, or otherwise objectionable.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

FEES AND PAYMENT

We are using Stripe as our Online payment processing system. We accept the following forms of payment: Visa, Mastercard, American Express and Discover. You may be required to get a paid subscription to access some of our Resources. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. Paid subscription prices may change each year. All payments shall be in Canadian dollars.

You agree to pay all charges and/or fees and/or taxes at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method of choice on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

FREE TRIAL

We sometimes offer a free trial to new users who register with the Site. The account will be charged according to the user’s chosen subscription at the end of the free trial.

CANCELLATION

All purchases are non-refundable. You can cancel your subscription at any time by logging into your account or contacting us using the contact provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied, please email us at info@factorbased.com or call us at 514-700-1989.

If you cancel your subscription and want to re-subscribe to the strategy within the next three months, you can only re-subscribe the month after the rebalancing date. This policy attempts to discourage subscribers from cancelling between two rebalancing dates.

If you cancel your subscription, you will continue to have access to our Resources until the listed expiry date of your subscription. No full or partial refund will be provided for any subscription cancelled before the end of the listed expiry date (monthly or annual) unless of a prior written arrangement.

RESPONSIBLE USE AND CONDUCT

A) By accessing or receiving any of our Resources we provide for you, either directly or indirectly, you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines. Wherein, you understand that: To access our Resources, you may be required to provide certain information about yourself as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate and up to date on your account profile. You are responsible for keeping the confidentiality of any login information associated with any account you use to access our Resources. You are also responsible for all activities that occur under your account(s).

B) Accessing (or attempting to bypass access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to bypass access) any of our Resources through any automated, unethical or unconventional means. Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources without prior consent is strictly prohibited. You are solely responsible any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.

C) We may provide various open communication tools on our website and various social media services. You understand that generally we do not monitor the content posted by users, which means that if you choose to use these tools to submit any type of content, then it is your personal responsibility to use these tools in a responsible and ethical manner. We reserve the right at our sole discretion to remove any content that, we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any 3rd party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.

D) We do not assume any direct or indirect liability for any content posted by you or any other 3rd party users of our website. However, any content posted by you using any open communication tools on our website, provided that it doesn’t violate or infringe on any 3rd party copyrights or trademarks, becomes the property of Factor-Based, and as such, gives us a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute as we see fit. This only refers to content posted via open communication tools as described, and does not refer to information that is provided as part of the registration process, necessary in order to use our Resources. All information provided as part of our registration process is covered by our Privacy Policy.

E) You agree to indemnify and hold harmless Factor-Based and its parent company and affiliates, and their directors, officers, managers, employees and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.

TERM AND TERMINATION

These terms of use shall remain in full force and effect while you use the site. Without limiting any other provision of these terms of use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation: (i) refusing to provide a written certification or refusing to permit us to conduct an audit; (ii) permitting use of our Resources to a person outside of your advisory practice; (iii), using, copying or distributing our Resources other than as expressly authorized by this Terms of Use; (iv) sharing the same user name and password combination with others; or (v) breaching of any representation; warranty, or covenant contained in these terms of use or of any applicable law or regulation. We may terminate your use of the site or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account and blocking IP addresses associated with your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

SITE CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

SITE MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and any policies or operating rules posted by us on the Site and your use of the Site are governed by and construed in accordance with the laws of the Province of Quebec applicable to agreements made and to be entirely performed within the Province of Quebec, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Any legal action brought by either you or us (collectively, the ‘Parties” and individually, a “Party’) shall be commenced or prosecuted in the Province of Quebec, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such provincial courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded. In no event shall any claim, action, or proceeding brought by either Party related to the Site be commenced more than one (1) year after the cause of action arose.

LIMITATIONS OF LIABILITY

Under no circumstance will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site, even if we have been warned of such possibility. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain provincial laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above limitations may not apply to you.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

ELECTRONIC COMMUNICATIONS

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures and to the electronic delivery of transactions initiated or completed by us or via the site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible of Canadian law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

DISCLAIMER

The site is provided on an as-is and as-available basis. You agree that your use of the site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the site, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service in any environment, you should use your best judgment and exercise caution where appropriate.

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