These terms and conditions (“Agreement”) sets forth the general terms and conditions of your use of the “Sharechest” application (“Application” or “Service”) and any of its related products and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “Customer”, “you” or “your”) and 2773415 Ontario Inc., aka Sharechest (“Operator”, “we”, “us” or “our”). By accessing and using the  Application and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and the Operator, even though it is electronic and is not physically signed by you, and it governs your use of the Application and Services.

Services

‍For the purpose of this Agreement, the “Services” designate our websites, applications and platform that helps bringing closer together our Customers, as investors and other of our clients, as issuers, in order to facilitate investments in companies. Our Services are further described on our website at https://sharechest.io/.

Accounts and membership
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You must be at least 18 years of age to use the Application and Services. By using the Application and Services and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account in the  Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

Links to other resources

Although the  Application and Services may link to other resources (such as websites,  applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link in the  Application and Services. Your linking to any other off-site resources is at your own risk and is not covered by this Agreement.

Acceptable Use

You may only use the Services for legitimate transactions.

You hereby represent and warrant that, unless expressly authorized in writing by us, you will not use the Services in any manner:
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(i)          that is prohibited by Law or regulation or our policies made available to you, including these Terms of Services;
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(ii)         that will disrupt third parties’ use or enjoyment of the Services, including if this use results in automated, constant and repeated requests for data other than as permitted under these Terms of Services and has a negative effect on our systems or network, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g. denial-of-services and distributed-denial-of-services attacks);

(iii)        that uses the Services to create, transmit, distribute or store material that violates Intellectual Property, privacy, publicity or other personal rights of individuals, export control, or that can otherwise be threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or likely to give rise to civil liability;

(iv)        that results in (A) the sharing of credentials, identifiers and passwords among users or among users and third parties and (B) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e. other than users), including through any time-sharing service, service bureau, network or by any other means;

(v)         that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy or monitor the Services or any portion of the Services;

(vi)        that involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of the Services underlying technology by any means whatsoever;

(vii)       that involves penetrating our security, including, without limitation:

(A)         by posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;

(B)         by interfering with the proper working of the Services;

(C)         by attempting to hack any security requirements or processes in the use of the Services;

(D)         by attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) which you are not authorized to access;

(E)         by attempting to disrupt in any manner the operation of the Services, its servers or network;
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(F)         by disobeying any requirements, procedures, policies or regulations of your network connected to the Services;
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(G)         by manipulating identifiers to disguise the origin of any content transmitted or uploaded on to the Services, or the source of any content;
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(H)         by modifying or altering the Services in any unauthorized manner.

(collectively, the “Abuses”).

You hereby agree and acknowledge that an indirect or attempted violation of this Section 3.(a) shall be considered an Abuse. If we discover that you (or your End Users) are about to commit any Abuse (including by facilitating an Abuse), we may suspend part or all of the Services pre-emptively with or without prior notice. If no prior notice was given, we will send you a written notice as soon as practicable and will conduct an inquiry to reasonably determine if the suspension of Services should be maintained.

Intellectual property rights
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“Intellectual Property ” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trade mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.

This Agreement does not transfer to you any intellectual property owned by the Operator or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with the Operator. All trademarks, service marks, graphics and logos used in connection with the  Application and Services, are trademarks or registered trademarks of the Operator or its licensors. Other trademarks, service marks, graphics and logos used in connection with the  Application and Services may be the trademarks of other third parties. Your use of the  Application and Services grants you no right or license to reproduce or otherwise use any of the Operator or third party trademarks.

Notwithstanding anything to the contrary, Sharechest shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer (or its End Users) to Sharechest, so long as they relate to the Services (the “Feedback”), and Customer hereby assign to Sharechest, without limitation of any kind, all of its rights, titles and interests therein, Sharechest accepting such assignment. At our reasonable request and expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require in order to assist us to acquire, develop and maintain our Intellectual Property in the Feedback.

Privacy

You hereby agree and acknowledge that we use, collect and disclose personal data in accordance with our Privacy Policy.

Confidential Information

“Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, including proprietary information and trade secrets. Confidential Information must be indicated as confidential information, or it must be clear at the time of the disclosure that the information ought to be handled as Confidential Information.

Confidential information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure, or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.

The Receiving Party acknowledges and agrees that the Confidential information is proprietary information of the Disclosing Party, and may constitute Intellectual Property of the Disclosing Party, whether or not any portion thereof is or may be validly copyrighted or patented. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in these Terms of Services and shall protect such Confidential Information with at lest the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party utilizes for its own confidential information.

The Receiving Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by it or by any of its Representatives to any third person except (i) as required by applicable Law, including a valid court order; (ii) with the prior written consent of the Disclosing Party or (iii) as authorized or reasonable inferred from these Terms of Services, such as for making and accepting payments on your behalf in the context of the Services. The Receiving Party will use due diligence to ensure that its representatives are subject to the same obligations of confidentiality as it does.

The Receiving Party shall not make copies or reproductions of the Confidential Information of the Disclosing Party (in any medium) except as required for the purpose of these Terms of Services (including for backups and business continuity purposes).

Changes and amendments

We reserve the right to modify this Agreement or its terms relating to the  Application and Services at any time, effective upon posting of an updated version of this Agreement in the  Application. When we do, we will send you an email to notify you. Continued use of the  Application and Services after any such changes shall constitute your consent to such changes.

Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the  Application and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the  Application and Services.

Interruption and suspension of services

Notwithstanding anything to the contrary, we reserve our rights to suspend, with or without notice, part or all of the Services for urgent security Issues, including any Accounts involved in such urgent security issue, if applicable.

We may, at our sole discretion and at any time, suspend the provision of the Services if necessary to comply with any applicable Law.
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Disclamer

Sharechest is not responsible for the products or services you publicize or sell, or that your clients purchase using the Services; or if you accept donations, for your communication to your clients of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your clients.

Sharechest provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your client is erroneous (such as a client purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your client before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

Unless specifically included with the Services, Sharechest is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

Except as provided in these Terms of Services, (i) we do not warrant that the Services will be uninterrupted or error free; (ii) we do not make any warranty as to the results that may be obtained from the use of the Services; (iii) Sharechest is the sole authorized person to make any representations or warranties on its behalf (iv) we do not warrant that the Services will be conform to representations by any other persons that are not compliant with the documentation provided to you (v) the Services are provided on an “as is”, “where is”  and “as available” basis; (vi) to the maximum extent permitted by Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any outputs or information (including a report) provided as a by or as a result of using the Services; and (vii) we expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Unless stated otherwise in these Terms of Services, you hereby waive your rights in any of the foregoing warranties, representations or conditions, whether express or implied.

Customer is solely responsible for the accuracy, truthfulness and quality of customer data and any content or information directly or indirectly delivered through or passed through the Services by Customer (or its End Users). We exercise no control over and accept no responsibility for the accuracy, truthfulness and quality of Customer Data, including, without limitation, violations of Intellectual Property, applicable Law and privacy rights.

You acknowledge and agree that any outputs (including reports) produced by or obtained from the Services (or the use thereof) are for informational purposes only. We do not have any liability whatsoever for business decisions resulting from such outputs. You must ensure the outputs are accurate and consistent.

We do not operate the networks of, or have any control over the operations of, the wireless or other communications service providers through which you may access the Services. Accordingly, (a) we disclaim all responsibility and liability for or relating to your use of any such providers to access the Services and (b) we cannot guarantee the privacy or security of wireless data transmissions.

Contacting Us

If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may send an email to hello@sharechest.io.