Huddle Terms of Service

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

HUDDLE FINANCIAL TECHNOLOGIES INC. (“HUDDLE”, “WE”, “US”, “OUR”) OWNS AND OPERATES THE WEBSITE LOCATED AT https://huddletrade.ca/ (THE “WEBSITE”) AND THE HUDDLE APPLICATION, A SOCIAL NETWORKING PLATFORM FOR INVESTORS (THE “APP”), HUDDLE+, A SUBSCRIPTION SERVICE ALLOWING GREATER ACCESS TO HUDDLE’S SOCIAL NETWORKING PLATFORM, AND ANY OTHER PRODUCTS OR SERVICES THAT HUDDLE MAY OFFER FROM TIME TO TIME (COLLECTIVELY, THE “SERVICES”). THESE TERMS OF SERVICE, INCLUDING OUR PRIVACY POLICY (“PRIVACY POLICY”) AND ANY DOCUMENTS INCORPORATED HEREIN (COLLECTIVELY THESE “TERMS”) GOVERN ALL USERS’ (AS DEFINED BELOW) ACCESS TO AND USE OF THE SERVICES, INCLUDING USERS WHO VIEW THE CONTENT AVAILABLE THROUGH THE SERVICES, AND USERS (AS DEFINED BELOW) WHO DOWNLOAD THE APP AND USE AND SUBMIT INFORMATION VIA THE SERVICES. THE TERMS “YOU” OR “YOUR” HEREIN SHALL REFER TO USERS. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THESE TERMS OF SERVICE.

BY TAKING ACTION TO INDICATE ACCEPTANCE OF THESE TERMS, WHETHER BY (1) CLICKING A BOX IN THE APP OR ON A WEBPAGE OR OTHER ONLINE FORM INDICATING ACCEPTANCE OF THESE TERMS, (2) CREATING AN ACCOUNT, OR (3) USING THE SERVICES, YOU INDICATE THAT YOU HAVE READ AND AGREE TO THE TERMS OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE SERVICES.

You acknowledge that these Terms may be amended by Huddle from time to time at our sole discretion. If we make changes to these Terms, we will notify you by updating the “LAST UPDATED” date at the top of these Terms. Amendments will be effective immediately upon the posting of the updated Terms. Your continued use of the Services after we post the updated Terms constitutes your acceptance of the changes and your consent to be bound by the Terms, as amended. IF YOU DO NOT AGREE TO THE AMENDED AND UPDATED TERMS OF SERVICE, YOU MUST STOP USING THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Huddle’s direct competitors are prohibited from accessing the Services, except with Huddle’s prior written consent.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Terms” means together these Terms of Service and any additional terms incorporated by reference through these Terms of Service, including our Privacy Policy.

“Confidential Information” has the meaning given to it in Section 8 below.

“Contributions” means any and all material which Users contribute to any Interactive Services offered by Huddle.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Services” means the Website, the App, Interactive Services, and any other products or services that may be offered from time to time by Huddle. The Services do not include Third Party Services.

“Third Party Services” means those external third party services that User may choose to use and/or integrate with the Services at its sole discretion and which integrations are supported by the Services. Third Party Services may include SnapTrade, financial or investment brokerage applications or software such as Wealthsimple, and/or artificial intelligence services or platforms.

“User” means any individual who accesses or uses the Services.

“User Data” means electronic data, materials, content and information submitted by or for User to the Services, including Contributions. De-identified Data does not form part of User Data.

2. Eligibility and Account Registration

2.1 Users. By agreeing to these Terms of Service, you represent and warrant to us that:

1. you are at least the age of majority under the laws of your jurisdiction of residence, and in any case at least eighteen (18) years of age;
2. you have not previously been suspended or removed from the Services; and
3. your registration and use of the Services are in compliance with any and all applicable laws and regulations.

2.2 Prohibition. You may not access or use the Services if:

1. you do not agree to these Terms of Service;
2. you are not duly authorized to enter into these Terms for any reason;
3. you are prohibited from accessing or using the Services by applicable law.

2.3 Account Registration. To use the Services, you must register and open an account through the Website, the App, or as otherwise directed by Huddle (“Account”). You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms, including but not limited to your name, organization name, e-mail, and password, and any qualifications or credentials that may be requested. The Services require an internet connection.

2.4 Account Security. You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party, and you are responsible for any use or misuse of the Services performed through your Account (including by any third party). If you think the security of your Account or any data provided during the registration of your Account has been compromised, please contact us immediately using the contact information in Section 13.13. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until a resolution has been determined. Huddle cannot, and will not, be responsible or liable for any loss or damage arising from your failure to comply with the requirements in this Section.

2.5 Audit Rights. Huddle shall have the right to use the capabilities of the Services to confirm User’s compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.

3. The Services

3.1 Access to the Services. Subject to compliance with these Terms, User is provided with a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, limited right to access and use the Services in accordance with any restrictions that may be imposed from time to time by Huddle.

3.2 Modification of the Services. Huddle may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that Huddle may make some capabilities unavailable from time to time due to maintenance. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Huddle may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Services.

3.3 Availability. The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Huddle’s service providers and contractors. Huddle will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Huddle does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Huddle cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.

3.4 Third Party Services. The Services may integrate with or rely on Third Party Services that are not owned or controlled by Huddle. You acknowledge that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. If User chooses to integrate the Services with any Third Party Services, acquisition by User of such, and any exchange of data between User and such Third Party Services is solely between User and the applicable third-party provider. Huddle is not responsible for any disclosure, modification or deletion of User Data resulting from access by such Third Party Service or its provider, nor for any act or omission of such third-party provider. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, including those integrated with and/or accessed within the Services, and that Huddle is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services. To the extent possible, Huddle will opt out of the retention of User Data by any provider of Third Party Services or the use of User Data for training purposes by such providers. As between Huddle and User, any output that User generates using Third Party Services is User Data.

3.5 Huddle+. Users will have the option to subscribe to Huddle+, a subscription service allowing greater access to Huddle’s social networking platform and features. Further detail on Subscriptions to Huddle+ are provided in Section 6 of these Terms.

3.6 Protection of User Data. Huddle will maintain appropriate administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and integrity of User Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of User Data (other than by Users). The Services are designed and operated in compliance with healthcare and privacy regulations, including but not limited to the Personal Information Protection and Electronic Documents Act. Upon request by User made within 30 days after the effective date of termination or expiration of these Terms, Huddle will make User Data available to User for export or download. After such 30-day period, Huddle will have no obligation to maintain or provide any User Data, and will thereafter delete or destroy all copies of User Data in its systems or otherwise in its possession or control, unless legally prohibited.

3.7 Retention of Data. Subject to these Terms and the terms of our Privacy Policy, located at https://huddletrade.ca/privacy-policy, Huddle shall retain User Data until such data is deleted by a User, or as required by applicable law. Any data not deleted by a User will be retained indefinitely. A User’s Contributions will be retained indefinitely or until deleted by such User.

4. Interactive Services

4.1 Interactive Services. The Services may include interactive features, including without limitation message boards, private messaging capability, group messaging capability, data rooms, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive services offered by Huddle from time to time (collectively, “Interactive Services”).

4.2 Content Standards. These content standards apply to any and all material which Users contribute to any Interactive Services that we offer (“Contributions”). Contributions must be (i) where they state facts, accurate; (ii) where they state opinions, genuinely held; (iii) comply with applicable laws in any country from which they are posted or accessible. Contributions must not contain any content which: (i) is defamatory, obscene, offensive, hateful, inflammatory, sexually explicit or age-restricted; (ii) promotes (I) violence, (II) discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or (III) any illegal or unlawful activity; (iii) infringes any copyright, database right, patent, or trademark of any other person; (iv) is likely to or attempting to deceive, cause an annoyance or inconvenience, or cause needless anxiety to any person; (v) involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; (vi) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence or confidentiality; (vii) harasses, threatens, abuses, upsets, embarrasses, alarms, or invades the privacy of another person; (viii) impersonates any person, or misrepresents your identity or affiliation with any person; (ix) gives the impression that they emanate from us, if this is not the case.

4.3 Moderation. Where we provide any Interactive Services, we will provide clear information to you about the kind of service offered, if it is moderated, and if applicable, what form of moderation is used (including whether it is human or technical). In general, Huddle will provide functionality for Users to report content they view as inappropriate, and Huddle will review such content and make a decision regarding its removal. User is solely responsible for assessing any possible risks for User posed by third parties when they use any Interactive Services provided by Huddle. Huddle will implement moderation services where it deems appropriate in its sole discretion and reserves the sole right to decide what form of moderation is appropriate in light of the specific risks associated with each case. Huddle is under no obligation to oversee, monitor, or moderate any Interactive Services that we provide, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Services by a User in contravention of our content standards, whether the Interactive Service is moderated or not. Where we do moderate an Interactive Service, we will make reasonable efforts to provide you with a means of contacting the moderator should a concern or difficulty arise.

4.4 Finfluencer Guidance. Depending on exactly what Users say and do while using Huddle’s Interactive Services, Users may fall into Canadian Securities Administrators’ definition of ‘Finfluencer’. Further, Users may be engaged in activity regulated by securities laws. The context and whether people seeing your Contribution might reasonably be influenced by what you say can matter. If you offer advice about investing, you may be required to become registered with applicable securities regulators. However, it is also important to be aware that the Canadian Securities Administrators considers that there is a “general advice” exemption from this registration requirement that finfluencers and Huddle’s Users may be able to rely on. Users who rely on the “general advice” exemption must provide clear and timely disclosure when they have financial or other interests in securities that they talk about. Promoting securities for payment from an issuer is subject to securities laws, including disclosure requirements. User activity may also be subject to other securities laws, particularly if the activities involve marketing investments or related services or providing a link to a trading platform for implementing copy trading. Other legal requirements in addition to securities laws may sometimes also apply. Securities regulators monitor finfluencer activity and the consequences of acting outside of securities laws can be serious and may include significant fines, disgorgement of profits, or a ban on working in the securities industry. For more information, Users are encouraged to consult Canadian Securities Administrators Staff Notice 31-369 and any other relevant material published by securities regulators.

Huddle expressly disclaims all responsibility and liability for Users’ Contributions and activity in Huddle’s Interactive Services. Users are solely responsible for obtaining the proper licenses, permissions, consents, and authorizations for the content of their Contributions and all activity undertaken by the User within the Services. User is responsible and liable and shall have no claim against Huddle in connection with any claim or action, including regulatory action, that may arise as a result of their Contributions or other activity within the Services. If you are uncertain where your activities fit, Huddle encourages you to get professional legal advice.

4.5 Enforcement, Suspension, and Termination of Use of Interactive Services. We reserve the right to suspend or terminate your right to use and/or participate in any Interactive Services if you or your Contributions do not comply with the spirit and letter of our content standards, anything else contained in these Terms, or for any other reason at our sole discretion. Action taken by Huddle may include:

1. refusal to post any Contribution for any reason;
2. immediate temporary or permanent removal of any Contributions by you to our Interactive Services;
3. immediate temporary or permanent withdrawal of your right to use Interactive Services or our Website;
4. the issuance of a warning to you;
5. appropriate legal action against you, including without limitation, referral to law enforcement;
6. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from any breach;
7. further legal action against you if copyrights, patents, or trademarks are infringed;
8. disclosure of such information, including but not limited to the identity or other information of anyone using our Interactive Services, to law enforcement authorities as we reasonably feel is necessary.

We exclude all liability for actions taken in response to breaches of our content standards. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

4.6 Private Huddles.

4.6.1 Description. Users will have the ability to create private, paid Huddles (“Private Huddle(s)”) to which other Users may subscribe. Private Huddles will allow Users to receive exclusive news, Contributions, and updates from any User that creates a Private Huddle (hereinafter referred to as a “Huddle Finfluencer”), and to interact with a limited group of Users that subscribe to such Huddle. Private Huddle’s remain subject to all applicable terms and conditions contained in these Terms.

4.6.2 Huddle’s Role. Huddle will provide a platform and certain tools to serve as the intermediary for Private Huddles, allowing Huddle Finfluencers and Users to manage subscriptions and processing payments on their behalf. Notwithstanding Huddle’s role as an intermediary, Huddle Finfluencers are solely responsible for their activities and operations in connection with Private Huddles. Huddle shall have the right to moderate content and Contributions in Private Huddles in accordance with Section 4.3, but Huddle Finfluencers remain ultimately responsible for activities that take place in their Private Huddle.

4.6.3 Suspension, and Termination. We reserve the right to (i) suspend or terminate your right to create and/or manage a Private Huddle; (ii) suspend or terminate, delete, and remove an existing Private Huddle for any reason at our sole discretion, including breaches of our Content Standards or these Terms.

4.6.4 Private Huddle Third Party Services. Huddle Finfluencers may choose to have certain Private Huddle activity take place through the use of Third Party Service, such as Discord. In such case where a Third Party Service is used, Huddle will have no control and no responsibility or liability for any activities that occur on the Third Party Service.

4.6.5 Fees and Subscriptions. A Subscription (as defined in Section 6.1) to a Private Huddle may require the payment of certain Fees (as defined in Section 6.1). Huddle Finfluencers may set a monthly Subscription Fee for their Private Huddle at their sole discretion. Huddle (and/or any payment processor Huddle may engage) will process User payments on behalf of each Huddle Finfluencer in accordance with the provisions in Section 6.

5. Use of Services

5.1 Huddle Responsibilities. Huddle will:

1. use, modify, or disclose all User Data in accordance with applicable laws and solely to perform its obligations or exercise its rights under these Terms;
2. maintain the security and integrity of the Services and User Data and notify User of any breach thereof in accordance with applicable laws; and
3. use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Huddle shall make best efforts to give at least eight (8) hours’ notice via the Services and which Huddle shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Eastern Time Friday to 3:00 a.m. Eastern Time Monday); or (b) any unavailability caused by circumstances beyond Huddle’s reasonable control, including without limitation, circumstances described in Section 13.14 hereto.

5.2 User Responsibilities. You will:

1. be responsible for complying with these Terms, and all activities that occur under your account;
2. be responsible for the accuracy, quality and legality of User Data, the means by which you acquired User Data, and your use of User Data with the Services;
3. be responsible for the interoperation of any Third Party Services with which you use any Services;
4. use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Huddle promptly of any such unauthorized access or use;
5. use Services only in accordance with these Terms, applicable privacy laws, professional standards, and any and all other applicable laws and government regulations (including without limitation those related to spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation);
6. be responsible for reviewing, verifying, and correcting all summaries, reports, outputs, and any other information accessed or created in the Services before making any use of such information.

5.3 Usage Restrictions. You will not:

1. use the Services for the benefit of or on behalf of anyone other than you;
2. sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering;
3. use any functionality of the Services to distribute or make available any User Data to any persons other than in accordance with applicable law;
4. use the Services to store or transmit infringing, defamatory, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
5. use the Services to store or transmit Malicious Code;
6. interfere with or disrupt the integrity or performance of the Services or any data contained therein;
7. attempt to gain unauthorized access to the Services or its related systems or networks;
8. permit direct or indirect access to or use of the Services in a way that circumvents any verification or security measures put in place by Huddle, or use the Services to access, copy or use any of Huddle intellectual property except as permitted under these Terms;
9. modify, copy, or create derivative works of the Services or any part, feature, function or user interface thereof;
10. frame or mirror any part of the Services, other than framing on as permitted in these Terms;
11. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile any part of the Services or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent;
12. engage in any use that violates any applicable privacy law, or any other illegal, fraudulent, or harmful activity of any kind;
13. deploy the Services without appropriate safeguards;
14. submit any information for which you have not obtained all required consents and authorizations.

6. Fees and Payment

6.1 Fees. Although Huddle’s Website and App are free to use, Users may be required to pay to Huddle certain fees from time to time. Users will have the option to subscribe to Huddle+, a subscription, which gives a User higher usage limits across Huddle’s Services. Users will also have the option to subscribe to one or more Huddle Finfluencers’ Private Huddles (both such subscriptions individually or together referred to as a “Subscription(s)”). In order to subscribe to Huddle+ or a Private Huddle, Users may be required to pay one-time fees (“One-Time Fees”) and/or subscription fees (“Subscription Fees”, and together with One-Time Fees, “Fees”). One-Time Fees will be specified and billed at the time of purchase. User is required to pay all Fees by either electronic wire payment, electronic funds transfer, or cheque (“Payment Method”). The User must maintain accurate payment information and notify us of any changes to billing information. For some Payment Methods, financial institutions may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method, and you are solely responsible for any such fees. Except as otherwise agreed in writing, all fees are quoted and payable in Canadian Dollars.

6.2 Private Huddle Fees. Huddle will process Subscription Fees for Private Huddles on behalf of any Huddle Finfluencer operating a Private Huddle. Subscription Fees charged for access to a Private Huddle will be paid to the Huddle Finfluencer by Huddle less a fee of 2% of the total Subscription Fees owed to such Huddle Finfluencer, which Huddle will retain as an “Operation Fee”. After such Operation Fee is deducted from Subscription Fees owed to a Huddle Finfluencer, such Subscription Fees will be set-off against any Fees owed by the Huddle Finfluencer to Huddle for any Huddle Services. Either the Huddle Finfluencer or Huddle will pay the final balance to the other party monthly in accordance with Section 6.3.

6.3 Billing. Fees are billed by Huddle monthly unless otherwise agreed to between a User and Huddle. Unless User terminates their Subscription(s) before the next billing date, User will pay to Huddle all Fees using an applicable Payment Method on the first day of each Subscription billing cycle. If the payment for Fees is not received by Huddle on or before the first day of each Subscription billing for any reason, User’s Subscription(s) may not be continued or renewed (as applicable) and in addition to any of its other rights or remedies, Huddle reserves the right to suspend access to the User’s Huddle+ features, without liability to User, until all outstanding Fees are paid in full. If a User’s monthly bill has a balance owing by Huddle as a result of the User’s activity as a Huddle Finfluencer, Huddle shall remit the balance owing to User before the next monthly billing date.

6.4 No Refunds. All payment obligations are non-cancellable and all Fees are non-refundable. Unless otherwise specified herein or otherwise in writing between User and Huddle, Fees are billed at a flat rate and not based on actual usage. We do not provide refunds or credits for any partial Subscription periods or unused Services functionality.

6.5 Overdue Payments. Any incurred Fees not received from User by their due date may accrue (except with respect to fees then under reasonable and good faith dispute), at Huddle’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.6 Chargebacks. Huddle Finfluencers are solely responsible for all chargebacks, payment disputes, returns, and refunds related to their Private Huddle Subscriptions. Valid refund and chargeback requests are refunded in full, including fees. Huddle Finfluencers are also responsible for reimbursing Huddle for all associated costs, including chargeback fees, investigation costs, and any payment network penalties. Chargeback fees are currently $15 per chargeback.

6.7 Taxes. Unless otherwise stated, all Fees are exclusive of any direct or indirect local, state, provincial, federal, or foreign taxes, duties, levies or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”). All Taxes (exclusive of any Taxes based upon Huddle’s net income or property) shall be assumed by and paid for by User, not Huddle. If Huddle has the legal obligation to pay or collect Taxes for which User is responsible under this Section, the appropriate amount shall be invoiced to and paid by User.

7. Proprietary Rights And Licenses

7.1 Reservation of Rights by Huddle. Subject to the limited rights expressly granted hereunder, Huddle, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services, including all software, algorithms, models, interfaces, documentation, and related materials, and all related intellectual property rights. No rights are granted to User hereunder other than as expressly set forth herein.

7.2 License by User to Huddle. As between Huddle and User, User and its licensors retain all rights, title, and interest in and to all User Data, including all intellectual property rights therein. User grants Huddle, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any User Data, as appropriate for Huddle to provide, improve, and ensure proper operation of the Services and associated systems in accordance with these Terms. If User chooses to integrate or use a Third Party Service with the Services, User grants Huddle permission to allow such Third Party Service and its provider to access User Data as appropriate for the interoperation of that Third Party Service with the Services. Subject to this Section and the limited licenses granted herein, Huddle acquires no right, title or interest from User or its licensors under these Terms in or to any User Data. Notwithstanding the foregoing, Huddle may generate, use, reproduce, sell, publicize, or otherwise exploit de-identified Data in any way, in its sole discretion, including without limitation aggregated with data from other Users.

7.3 License by User to Use Feedback. User hereby grants to Huddle and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Users relating to the operation of Huddle’s or its Affiliates’ services (“Feedback”). You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Huddle and shall promptly inform Huddle as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you. You also agree that we are not subject to any confidentiality obligations in respect to any Feedback.

7.4 Aggregated Data. Huddle may create aggregated and anonymized data analytics arising from your interaction with and use of the Services (“Aggregated Data”), subject to applicable privacy laws, and, where required, User consent. Such Aggregated Data shall not include any underlying User Data, nor shall they otherwise be capable of referencing back to an identifiable individual, and their use shall be limited to the improvement and optimization of the Services. Aggregated Data will never be disclosed to third parties for commercials purposes. As between User and Huddle, Huddle shall own all rights to such Aggregated Data free from encumbrance.

8. Confidentiality

8.1 Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, research, know-how, technology, technical and financial information, product or service designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

8.2 Protection of Confidential Information. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care). Each party shall execute appropriate written agreements with employees and consultants who have a “need-to-know” for the purposes of complying with these Terms.

8.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

8.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9. Representations, Warranties, Exclusive Remedies And Disclaimers

9.1 Representations. Each party represents that it has validly entered into these Terms and has the legal power to do so.

9.2 Huddle Warranties. Huddle warrants that (a) Huddle’s security policies will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data, (b) Huddle will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with these Terms and any other relevant documentation, and (d) Huddle will not materially decrease the overall functionality of the Services. For any breach of a warranty above, User’s remedies are limited by the Limitation of Liability Section below.

9.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HUDDLE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, HUDDLE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, (B) THAT THE SERVICE WILL MEET USER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. HUDDLE SHALL NOT BE RESPONSIBLE FOR ANY ACTS OR OMMISSIONS OF HUDDLE FINFLUENCERS OR ANY ACTIVITY THAT OCCURS IN A PRIVATE HUDDLE, WHETHER SUCH ACTIVITY OCCURS WITHIN HUDDLE’S SERVICES OR ELSEWHERE.

USER ACKNOWLEDGES THAT THE SERVICE USES THIRD PARTY PROVIDERS (THE “THIRD PARTY PROVIDERS”). WE RESERVE THE RIGHT TO CHANGE OUR THIRD PARTY PROVIDERS AT ANY TIME. USER’S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE THIRD PARTY PROVIDERS, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, HUDDLE SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE THIRD PARTY PROVIDERS. USER ACKNOWLEDGES THAT HUDDLE IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF SUCH THIRD PARTY PROVIDERS, AND THAT HUDDLE COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD PARTY PROVIDERS.

9.4 Non-Reliance. THE INFORMATION AND CONTRIBUTIONS PRESENTED ON OR THROUGH OUR SERVICES IS MADE AVAILABLE SOLELY FOR INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE BY YOU ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE ON SUCH MATERIALS BY YOU OR ANY OTHER PERSON WHO MAY BE INFORMED OF OUR SERVICES.

WE ARE NOT FINANCIAL ADVISORS OR YOUR LAWYERS. NOTHING CONTAINED IN THESE TERMS, ANY ACTIVITY OF HUDDLE OR ITS USERS, AND USER CONTENT FROM ANY AND ALL USERS, SHOULD BE CONSTRUED AS CREATING A PROFESSIONAL RELATIONSHIP OF ANY KIND BETWEEN YOU AND HUDDLE, EVEN IF SUCH PERSON HOLDS A PROFESSIONAL LICENSE OR HOLDS THEMSELVES OUT AS HOLDING A PROFESSIONAL LICENSE. YOU ACKNOWLEDGE THAT HUDDLE, ITS EMPLOYEES, REPRESENTATIVES, AND USERS ARE NOT AND DO NOT CLAIM TO BE REGULATED BY ANY PROFESSIONAL ORGANIZATION. YOU FURTHER AGREE AND UNDERSTAND THAT NEITHER WE, NOR OUR EMPLOYEES, REPRESENTATIVES, OR AGENTS ARE LICENSED INVESTMENT ADVISORS, FINANCIAL ADVISORS, OR EXEMPT REPORTING ADVISORS. HUDDLE AND ITS USERS DO NOT PROVIDE ANY FINANCIAL, INVESTMENT, ACCOUNTING, OR LEGAL ADVICE, OR ANY SERVICES CONNECTED TO THOSE FIELDS TO YOU OR ANY THIRD PARTIES, AND NO INFORMATION HOSTED ON OR ACCESSED THROUGH THE SERVICES CONSTITUTES PROFESSIONAL ADVICE OF ANY KIND, INCLUDING FINANCIAL, INVESTMENT, ACCOUNTING, OR LEGAL ADVICE.

THE SERVICES AND ANY INFORMATION CONTAINED THEREIN SHOULD NOT BE THE BASIS FOR FINANCIAL OR INVESTMENT RELATED DECISION-MAKING. YOU AGREE THAT YOU MUST REVIEW AND CONTEXTUALIZE ANY INFORMATION ACCESSED THROUGH THE SERVICES, AND YOU HEREBY AGREE TO INDEMNIFY, RELEASE, AND FOREVER DISCHARGE HUDDLE FROM ALL MANNER OF CLAIMS WHATSOEVER BOTH IN LAW AND IN EQUITY AGAINST HUDDLE WHICH THE USER EVER HAD, NOW HAS, OR HEREAFTER CAN, SHALL OR MAY HAVE FOR OR BY REASON OF THE USE OF OR OMISSION TO USE THE SERVICES OR ANY OTHER PRODUCT OR SERVICE OFFERED BY HUDDLE. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LEGAL AGREEMENTS YOU ENTER INTO OR BECOME SUBJECT TO THROUGH ANY ACTIVITIES RELATED TO THE SERVICES OR ANY INVESTMENT ACTIVITY THAT YOU ENGAGE IN. HUDDLE WILL NOT BE A PARTY TO ANY AGREEMENT MADE IN RELATION TO AN INVESTMENT OR ANY OTHER OPPORTUNITY.

YOU ARE ADVISED TO SEEK COUNSEL OF YOUR LEGAL, FINANCIAL, ACCOUNTING, TAX, AND/OR INVESTMENT ADVISOR IN RELATION TO ANY INVESTMENT OR OTHER OPPORTUNITIES THAT YOU BECOME AWARE OF DUE TO INFORMATION CONTAINED IN THE SERVICES. IF YOU DECIDE TO MAKE AN INVESTMENT OR OTHERWISE PURSUE ANY OPPORTUNITY THAT YOU WERE MADE AWARE OF THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. HUDDLE MAKES NO RECOMMENDATIONS, REPRESENTATIONS, OR WARRANTIES WITH RESPECT TO ANY INVESTMENT OR OTHER OPPORTUNITY, AND THE PRESENCE OF ANY USER, INFORMATION, OR OPPORTUNITY IN THE SERVICES SHALL NOT CONSTITUTE A RECOMMENDATION. YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN REVIEW AND DILIGENCE WITH RESPECT TO ALL INVESTMENTS OR OTHER OPPORTUNITIES YOU BECOME AWARE OF THROUGH THE SERVICES.

HUDDLE IS NOT RESPONSIBLE, AND YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, REGULATIONS, AND CONTRACTUAL AND OTHER REQUIREMENTS APPLICABLE TO THE ACTIVITIES YOU CONDUCT ON OR THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, LAWS, REGULATIONS, AND REQUIREMENTS OF NATIONAL, PROVINCIAL, AND LOCAL REGULATORY AUTHORITIES RELATING TO:

1. THE ISSUANCE, PROMOTION, OFFER, SALE, PURCHASING, OR INVESTING IN SECURITIES, AND RELATED FILING AND RECORD-KEEPING REQUIREMENTS;
2. INVESTMENT ADVISORY ACTIVITIES, BROKERAGE ACTIVITIES, AND FUND SPONSORSHIP;
3. CROSS BORDER AND INTERNATIONAL INVESTMENT AND FUND FORMATION;
4. MONEY LAUNDERING, BRIBERY; AND
5. TAXES, FEES, TARIFFS, EXPORT, AND IMPORT ACTIVITIES.

10. Indemnification

10.1 Indemnification by User. User will defend, indemnify, and hold harmless Huddle and its subsidiaries, Affiliates, officers, agents, and employees (“Huddle Parties”) against any claim, demand, suit, proceeding, allegation, damages, loss, liability, an expense (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Huddle or any related party may sustain as a result of any acts, errors or omissions of User, including but not limited to: (i) breach of any of the provisions of these Terms; (ii) your Contributions; (iii) negligence or other tortious conduct, or willful misconduct; (iv) breach of a third party’s intellectual property rights or rights under privacy laws; (v) any violation by you of applicable law or regulation; or (vi) claims arising in connection with User Data or Third-Party Services (each a “User Claim”); provided, that Huddle: (a) promptly gives written notice of each User Claim to User; (b) gives User sole control of the defense and settlement of each User Claim (provided that User may not settle or defend any User Claim unless it unconditionally releases Huddle Parties of all liability); and (c) provides to User, at User’s cost, all reasonable assistance in respect to each User Claim. The above defense and indemnification obligations do not apply if a Claim Against Huddle arises from Huddle’s breach of these Terms or any documents incorporated by reference.

11. Limitation Of Liability

11.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HUDDLE TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED FIVE HUNDRED CANADIAN DOLLARS ($500.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

11.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL HUDDLE OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF HUDDLE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF HUDDLE’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11.3 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT HUDDLE PROVIDES THE SERVICES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

12. Term And Termination

12.1 Term. The Term of this agreement will commence (i) upon taking an action to indicate your acceptance of these Terms (such as clicking a checkbox); or (ii) using the Services, and will remain effective either (i) until your account is deactivated or rendered dormant by Huddle or User; or (ii) until this agreement is otherwise terminated.

12.2 Termination by User. You may terminate this agreement at any time by ceasing to use the Services. You may also terminate your subscription to Huddle+ and any Private Huddle at any time.

12.3 Termination by Huddle. Huddle may, at its sole discretion, immediately suspend or terminate your access to and/or use of the Services at any time, with or without cause and without prior notice, for any reason. You acknowledge and agree that all terminations may be made by Huddle in its sole discretion and that Huddle shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Huddle shall be in addition to any and all other rights and remedies that Huddle may have.

12.4 Effect of Termination. Upon termination for any reason, you will no longer be able be permitted to access the Services, and the permissions, rights and licenses granted under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent User Data is in Huddle’s possession, custody, or control, Huddle will perform such deletion subject to the data retention terms in Section 3.8, and upon your request, we will certify the same in writing. Upon termination, User remains liable for all Fees incurred and owing under these Terms. If upon termination, User has a balance owing by Huddle as a result of the User’s activity as a Huddle Finfluencer, Huddle shall remit the balance owing to User within thirty (30) days.

12.5 Surviving Provisions. Any provisions which by their nature should survive the termination of these Terms. will survive any termination or expiration of these Terms, and the Section titled “Protection of User Data” will survive any termination or expiration of these Terms for so long as Huddle retains possession of User Data.

13. General Provisions

13.1 Export Compliance. The Services and related information are subject to export and import restrictions. By using the Services, you are representing and warranting that you are not located in, under the control of, nor is a national or resident of, any country to which the export of the Services or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. User is also representing and warranting that you are not an individual to whom the export of the Services or related information would be prohibited by the laws and/or regulations of the United States or Canada. You shall comply with the export laws and regulations of the United States and Canada that are applicable to the Services and related information and you shall comply with any local laws in your jurisdiction that may impact your right to export, import, or use the Services or related information, and User represents and warrants that User has complied with any such applicable laws or regulations. The Services shall not be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. User shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Services or related information.

13.2 Geographic Restrictions. Huddle is based in the Province of Ontario, Canada. Huddle makes no claims, representations, or warranties that the Services or any content contained therein is accessible or appropriate in any particular jurisdiction. Access to the Services may not be legal by certain persons in certain countries. When you access the Services, you do so on your own initiative and are responsible for compliance with all local laws.

13.3 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.4 Entire Agreement. These Terms, including all documents incorporated by reference herein, is the entire agreement between Huddle and User regarding User’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.

13.5 Relationship of the Parties. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Huddle and any Users.

13.6 Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.

13.7 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

13.8 Electronic Form. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

13.9 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

13.10 Assignment. User may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the Huddle’s prior written consent. Huddle may assign these Terms in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.11 Notices, Governing Law, and Venue. These Terms shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the Province of Ontario, without giving effect to any conflicts of laws’ statutes. Any controversy, dispute or claim arising out of or related to these Terms shall first be addressed through good faith negotiations between the parties. If such controversy, dispute, or claim remains unresolved after 30 calendar days, it shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the Province of Ontario, pursuant to the Arbitration Act (Ontario). Any and all controversies, claims, demands, or disputes with Huddle shall be resolved individually, without resort to any form of class action.

13.12 Time Limitation. To the maximum extent permitted by applicable law, any claim, demand, or proceeding arising out of or related to these Terms, regardless of the form of action (whether in contract, tort, or otherwise), must be commenced within one (1) year after the day on which the claimant first knew, or ought reasonably to have known, of the facts giving rise to the claim, and any such claim not commenced within such period shall be irrevocably barred. The parties agree that this provision constitutes an express agreement to vary any otherwise applicable limitation period to the extent permitted under applicable law.

13.13 Contact Information.

Huddle Financial Technologies Inc.
Email: info@huddletrade.ca
Website: https://huddletrade.ca/

13.14 Force Majeure. Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.