Terms of Use

PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THIS SITE

Last Updated: July 27, 2021

NowVertical Group Inc. and our subsidiary entity, NowVertical Group, Inc., (collectively, “NowVertical”, “we”, “us” and “our”) are pleased to provide this website (the “Site”) for your personal, non-commercial use. By accessing, viewing or using the content, material or services available through the Site, you agree to the terms and conditions provided below, as well as NowVertical’s Privacy Policy, which is incorporated by this reference (collectively, “Terms of Use”). If you do not agree to the Terms of Use, please do not use this Site.

NowVertical reserves the right to update, revise or modify these Terms of Use at any time, without prior notice, by updating this posting. Any such updates, revisions or modifications will become automatically effective thirty (30) days after they are initially posted. Your use of this Site following any such update, revision, or modification constitutes your agreement to follow and be bound by such revision, update or modification. We recommend you review these Terms of Use each time you use this Site.

OWNERSHIP OF INTELLECTUAL PROPERTY

The Site is owned and operated by NowVertical. Unless otherwise indicated, the contents including without limitation, all logos, trademarks, service marks, trade-dress, texts, graphics, images, and the collection, organization, arrangement and assembly of the contents of this Site (collectively, the “Content”) are the property of, or are licensed to, NowVertical and are protected pursuant to intellectual property laws, including without limitation, copyright, trademark and other laws and regulations. You do not acquire any ownership rights to any Content through your access to, or use of, the Site.

No Content from this Site, either in whole or in part, may be copied, reproduced, republished, uploaded, posted, transmitted, archived, modified, sold or distributed in any way, without NowVertical’s prior written consent, except that you may download one copy of the Content on any single computer for your personal non-commercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the Content or use of the Content for any other purpose is a violation of the intellectual property and proprietary rights of NowVertical other third-parties. The use of any Content on any other website, platform or networked computer environment for any purpose is strictly prohibited.

ACCEPTABLE USE OF SITE AND CONTENT

General Rules: Users may use the Site only for lawful purposes and in compliance with these Terms of Use. Without limitation, users may not use the Site in order to transmit, distribute, store or destroy the Content or any material: (a) in violation of any applicable law or regulation; (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of NowVertical or others or violate the privacy, publicity or other personal rights of others; or (c) in a manner that is defamatory, obscene, threatening, scandalous, inflammatory, pornographic, profane, abusive or hateful.

Website Security Rules: Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbooming” or “crashing”; or (d) engaging in “screen scraping,“ “database scraping”. Violations of any system or network security may result in civil or criminal liability. NowVertical will investigate occurrences, which may involve such violations and may involve and co-operate with law enforcement authorities in prosecuting users who are involved in such violations.

Privacy Policy: All personal information collected, used or disclosed in connection with the Site shall be dealt with in accordance with NowVertical’s Privacy Policy

No Framing or Hyperlinks: Unless you have a written permission from NowVertical, you may not frame any Content from the Site or provide a hyperlink to the Site on any other platform.

NON-SOLICITATION POLICY

The sender of any communications to this Site or otherwise to us shall be responsible for the content and information contained in such communications, including its truthfulness and accuracy. In your communications with usplease keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to the Site, products or services (collectively, “Unsolicited Ideas and Materials”). We shall be free to use or copy all or a portion of any Unsolicited Ideas and Materials you send to us, including any ideas, inventions, concepts, techniques or know-how disclosed, for any purposes. Such purposes may include disclosure to third parties and/or developing, creating and/or marketing goods or services.

SECURITIES

Neither NowVertical nor any of our officers, directors, employees, agents or licensors: (a) has passed on the merit of any of the securities referred to on this Site or any linked site; or (b) has endorsed or sponsored any of these securities; or (c) makes or has made any recommendation regarding any securities issued by any of the companies identified on or linked to this Site, nor the advisability of investing in securities generally for any particular individual. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC SECURITY, INDEX, REPORT, OPINION, ADVICE OR OTHER CONTENT. The information contained on this website does not constitute an offer to sell or the solicitation of an offer to buy any securities of NowVertical or any other company in any jurisdiction in which such an offer or invitation is not authorized and/or would be contrary to local law or regulation.

FORWARD-LOOKING INFORMATION AND STATEMENTS

Certain information contained in this Site may constitute forward-looking statements and information within the meaning of applicable Canadian securities laws. These forward-looking statements reflect the beliefs of NowVertical’s management at the time of posting and are based on assumptions and information available to the management team of NowVertical at the time of posting. In some cases, these statements or information may be identified by their use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “predicts,” “forecasts,” “outlook,” “potential,” “continues,” “likely,” “projects,” “future,” and similar words and expressions. Although NowVertical believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information on this Site are based upon reasonable assumptions and expectations, you should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Various factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements and information include the risks and factors detailed from time to time in Management’s Discussion and Analysis of Financial Results as well as other documents filed by NowVertical with the securities regulators in Canada. We caution that the important factors found therein that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to NowVertical, investors and others should carefully consider these factors and other uncertainties and potential events. Except as may be required by law, NowVertical undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

INVESTOR RELATIONS INFORMATION

The information posted to the Investor Relations section of this Site is maintained by NowVertical. All information posted to the Investor Relations section of this Site was accurate at the time of posting, but may be superseded by subsequent disclosures made by NowVertical. NowVertical does not assume any duty of disclosure beyond that which is required by law. For NowVertical official public disclosure documents, please see the NowVertical filings made with Canadian securities regulators at www.sedar.com.

LINKS TO THIRD-PARTY PLATFORMS

The Site may contain links to third-party platforms. These links are provided solely as a convenience to you and not as an endorsement by NowVertical. We are not responsible for the content of linked third-party platforms and we do not make any representations regarding the content or accuracy of materials on such third party platforms. If you decide to access linked third-party platforms, you do so at your own risk. We encourage you to review the terms and conditions of each platform visited before using those platforms.

DISCLAIMER

NowVertical makes no representations or warranties with respect to this Site or its Content, which are for informational purposes only and are provided for use on an “as is, where is” basis and “as available.” To the greatest extent permitted by law, NowVertical disclaims all representations, warranties, and conditions, express or implied, or arising by statute, usage, custom or otherwise, including without limitation the implied warranties of merchantability and fitness for a particular purpose, with respect to this Site and any website with which it is linked. NowVertical does not warrant the functions, information or links contained on this Site nor does it warrant that the Content will meet your requirements. NowVertical does not warrant that this Site or its Content are fit for any particular purpose or that the operation of this Site or its Content will be uninterrupted or error-free, that defects will be corrected, or that this Site or the server that makes it available are free of viruses, worms, Trojan horses, cancelbots or other harmful components. NowVertical does not warrant or make any representations regarding the use or the results of the use of the Content on this Site in terms of their correctness, accuracy, reliability or otherwise.

Neither NowVertical nor any of its affiliates, licensors, service providers or suppliers makes or has made any recommendations regarding the securities or investment services of any person or entity with respect to the content of this Site, or of the advisability of investing in securities generally for any particular individual.

NowVertical shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue, temporarily or permanently, any aspect of the Site, including but not limited to content, features and hours of availability, without further notice to you.

LIMITATION OF LIABILITY

You use this Site and its Content at your own risk. To the greatest extent permitted by applicable law, under no circumstances shall NowVertical be liable for any special, incidental, consequential, compensatory, direct or indirect damages, loss of data, income or profit or damage to property that result from your use of, or your inability to use, the Site or the Content, even if we or our authorized representative has been advised of the possibility of such damages. In no event shall NowVertical’s total liability to you for all damages, losses and causes of action whether in contract, or not (including, but not limited to, negligence or otherwise) exceed the amount paid by you, if any, for accessing this Site.

INDEMNITY OF USER

You agree to defend, indemnify and hold harmless NowVertical, and each of its officers, directors, employees, parents, shareholders, licensees, assigns and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Content contained on the Site or your breach of these Terms of Use. NowVertical shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, in its sole discretion, at your expense, in defending any such claim, suit or proceeding.

GENERAL

Jurisdiction: By accessing the Site, you agree that the laws of the Province of Ontario and the laws of Canada applicable therein will apply to all matters relating to your use of this Site, without regard to rules relating to conflict of laws. NowVertical makes no claims that the Content may be lawfully viewed or downloaded outside of Canada. Access to the Content may not be legal by certain persons or in certain countries. If you access the Site from outside of Canada, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Any action relating to these Terms of Use must be brought in Toronto, Ontario, Canada and you irrevocably consent to the exclusive jurisdiction of the courts of Toronto, Ontario, Canada.

Relationship: The relationship between NowVertical and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms of Use or your use of the Site.

Severability: If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement between you and NowVertical relating to the subject matter herein.

Violations of Terms of Use: NowVertical reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including the right to block access from a particular IP address to our Site.

Entire Agreement: These Terms of Use, together with those incorporated or referred to herein, constitute the entire agreement between us relating to the subject matter hereof, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified, except by NowVertical as set forth above.