OverviewComposer Technologies inc. a corporation incorporated under the  Canada Business Corporations Act (“Composer”), Composer Technologies Inc. (USA), is a Delaware limited liability company (“Composer USA”), with offices at 825 Church St., Toronto ON, Canada (referred to collectively herein as “Composer,” “We,” “Us,” or “Our”).By using our website at www.investcomposer.com (“Website”) and its subdomains (collectively, the “Composer Platform”), you indicate your unconditional acceptance of the following Terms of Use (these “Terms”) on your own behalf and on behalf of any organization you represent (collectively, “you” or “your”). If you do not agree to these Terms (or any updates to or modified versions thereof), you should discontinue use of the Composer Platform immediately.Your use of the Composer Platform is governed by the version of the Terms in effect on the date each Composer Platform is accessed by you. Composer may modify these Terms at any time and without prior notice. You should review the most current version of these Terms by visiting the Composer Platform and clicking on the Terms of Use hyperlink. These Terms are in addition to any other agreements between you and Composer, including any customer or account agreements, and any other agreements that govern your use of information, content, tools, products and services available on and through the Composer Platform.
Use of Composer PlatformThe Composer Platform is intended only for your personal, non-commercial use, unless you and Composer have agreed otherwise in writing.Prohibited UsesBecause all servers have limited capacity and are used by many people, do not use the Composer Platform in any manner that could damage or overburden any Composer server, or any network connected to any Composer server. Do not use the Composer Platform in any manner that would interfere with any other party’s use of the Composer Platform.Means of AccessThe Website is generally intended to be viewed by a conventional web browser with a screen resolution of 800 by 600 pixels or greater. Although you may use other means to access the Composer Platform, be aware that the Composer Platform may not appear accurately through other access methods, and you use them only at your own risk.You should not access the Composer Platform through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved or made available by Composer.Certain parts of the Composer Platform are protected by passwords or require a login. You may not obtain or attempt to obtain unauthorized access to such parts of the Composer Platform, or to any other protected materials or information, through any means not intentionally made available by Composer for your specific use.You understand that to receive electronic deliveries, you must have internet access, a valid e-mail address, the ability to download and have ongoing access to applications as Composer may specify and a printer or other device to download and print or save any information you may wish to retain.Password Security and NotificationIf you have a password for access to non-public areas of the Composer Platform, you are solely responsible for maintaining the confidentiality and use of the password and other security data, methods and devices. Further, you are responsible for all activities that occur in connection with your password including all instructions electronically transmitted or use of any data, information or services obtained using your password and other security data. Composer shall not be under any duty to inquire as to the authority or propriety of any instructions given to Composer by you or via your password and shall be entitled to act upon any such instructions and Composer will not be liable for any loss, cost, expense or other liability arising out of any such instructions.Accordingly, you should take steps to protect the confidentiality of your password. As an authorized user you accept full responsibility for the monitoring of your account including frequently checking your account information, reviewing your history online and promptly reviewing any correspondence received from Composer. Notify Composer immediately if you become aware of any unauthorized activity, disclosure, loss, theft or unauthorized use of your password. You agree to cooperate with Composer in any investigation and agree to take corrective measures to protect your account from further fraudulent activity.Site AvailabilityWhile we have put resources into building and testing our computer systems, computer glitches, slowdowns, and crashes will occur. We will also need to restrict access to some parts of our website or our entire website to perform routine maintenance. We will try to schedule our maintenance during the middle of the night.While it is our intention that our website will be available seven days a week except when maintenance is scheduled (usually for weekends), you understand that we do not guarantee that you will always be able to access the Composer Platform. Computer problems can arise on your end, our end, or anywhere in between: your computer may break down; the connection between your computer and your Internet service provider may not work properly; your Internet service provider may go down; or our computers and the computers we link to may be unavailable due to unforeseen system outages.Network Security and ReliabilityYou acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. E-mail notifications sent by Composer will not contain sensitive or confidential information. Due to security risks, you should not send any sensitive information, such as account numbers or passwords in an unencrypted e-mail. E-mails may fail to transmit properly. Regardless of whether you receive an e-mail notification, you agree to check the Composer website to avoid missing time-sensitive information. You further agree that for your records, you can download and save or print the communications received via electronic delivery.Consent to electronic deliveryBy providing Composer with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change the e-mail address registered with Composer, as appropriate. If you become aware of any unauthorized use of your information, please contact Composer.Further, by registering with Composer you are aware and consent that electronic signatures and electronic documents will be used instead of paper documents. You agree and are giving consent to electronic delivery of all communications which includes, but is not limited to, notices, disclosures, regulatory communications (including prospectuses, proxy solicitations and privacy notices) and other information, documents, data and records regarding your account all services provided by Composer delivered or provided to you by Composer.Your consent will be effective immediately and will remain in effect until either Composer or you revoke it. You understand that it may take up to three days to process a revocation of consent to electronic communications and you may receive electronic notifications in the interim.You may revoke or restrict consent to electronic delivery of Composer communications at any time by notifying Composer. You have the right to request paper delivery of any communication that the law requires Composer to provide in paper form. If you revoke or restrict consent to electronic delivery, Composer, at its discretion, may charge a service fee of up to $100.00 for the delivery of communications that would otherwise be delivered electronically, restrict your account, or close your account and terminate access to the Composer Platform.No Recommendations or Investment AdviceYou understand that Composer, through the Composer Platform or any interaction you have with representatives of the firm, provides no tax, legal, estate planning, or investment advice of any kind, nor do we give advice or offer any opinion with respect to the nature, potential value or suitability of any particular securities transaction or investment strategy. You understand that you are solely responsible for all investment decisions you make regarding the transactions made in your account. You further understand that while you may be able to access market data and other financial information from the Composer Platform, the availability of such information does not constitute a recommendation to buy or sell any such securities (including securities appearing in any portfolios published by Composer) or to engage in any investment strategy. Any investment decisions you make will be based solely on your own evaluation of your financial circumstances and investment objectives and the suitability for you of any security or any investment strategy.  You are responsible for any outcome as a result of transactions that you initiate derived from information on the Composer Platform, including the possible loss of principal invested based on an investment decision you made. You understand the risks involved with transacting in the securities you maintain outside of the Composer Platform  and that investments will fluctuate in value, and you agree that Composer is not responsible for any losses you may incur as a result of your investment decisions and any trades made for your account.By making information available to you on the website, Composer is not advising you to invest in any particular security or securities, or to pursue any investment strategy. Although Composer may provide tools that enable you to assess your own tolerance for risk, or otherwise assist to educate you in various ways, Composer does not determine if the tools and resources made available on the website will result in suitable investments designed to meet your particular investment needs. All investments have risks, and you are responsible for determining whether you can afford the risks of making any investment.Information Subject To LimitationsThe information and content available on or posted to the website may not be timely or complete and should not be relied upon for making any investment or other decisions. Information, such as stock prices, is not real-time and the past performance results of securities appearing through the website are not an indication of future performance. Share prices used to value individual positions, or contribute to other performance information, are provided by third-party data providers and may not be timely and may not reflect certain activities such as corporate actions, fees and commissions. Composer cannot guarantee the accuracy or completeness of the information it receives from third-party sources of information and makes available on the website. Composer may cause pricing, performance or other information to be unavailable with respect to a particular security from time to time if Composer determines that such information is inaccurate.Composer makes available hyperlinks from the website to third-party websites, as a convenience to users with the intention of allowing users to access additional investment-related information. You agree to access any such third-party websites through those hyperlinks at your own risk and to follow any rules and restrictions particular to those websites. Composer is not responsible for the content appearing on third- party websites hyperlinked from the website, nor does Composer make any endorsements or warranties, express or implied, with respect to the content of third-party websites, including the information, products or services offered on any third-party websites, including but not limited to accuracy, completeness, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose. Composer does not guarantee the authenticity of information or documents available on the internet and reserves the right to terminate any link from the website at any time.Timeliness of ContentAll content on the Composer Platform is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.DISCLAIMER OF WARRANTIESCOMPOSER DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES ABOUT THE COMPOSER PLATFORM, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPOSER PLATFORM IS MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE” AND COMPOSER DOES NOT WARRANT THAT ANY DEFECTS OR INACCURACIES WILL BE CORRECTED.COMPOSER DOES NOT WARRANT THAT THE COMPOSER PLATFORM WILL MEET YOUR NEEDS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. COMPOSER ALSO MAKES NO WARRANTY THAT THE RESULTS OBTAINED FROM THE USE OF THE COMPOSER PLATFORM WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE COMPOSER PLATFORM WILL MEET YOUR EXPECTATIONS.LIMITATION OF LIABILITYCOMPOSER WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE COMPOSER PLATOFRM, INFORMATION OBTAINED FROM THE COMPOSER PLATFORM AND THIRD PARTY CONTENT, INCONVENIENCE OR DELAY). THIS IS TRUE EVEN IF COMPOSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.COMPOSER WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH SUCH COMPOSER DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT.IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.IndemnificationAs a condition of your use of the Composer Platform, you agree to indemnify and hold Composer and its Third Party Content providers harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from your use of the Composer Platform, or from your violation of these Terms.Changes to Composer PlatformUnless otherwise agreed, Composer may discontinue or modify the Composer Platform at any time without prior notice to you, and you accept those modifications if you continue to use the Composer Platform.TerminationComposer may terminate your access to the Composer Platform for any reason, without prior notice.
Governing LawUnless otherwise agreed, these Terms and their enforcement are governed by the laws of the State of Delaware, without regard to conflicts of law, and shall inure to the benefit of Composer’s successors and assigns, whether by merger, consolidation, or otherwise.
SeverabilityIf a court of competent jurisdiction deems any provision unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.