The51 Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING ANY OF OUR PRODUCTS OR SERVICES. THESE TERMS WILL IMPACT YOUR RIGHTS AND OBLIGATIONS.

Last updated: November 10, 2021

1. Introduction

1.1 The Services. The following terms of use, together with any additional terms they expressly incorporate by reference (collectively, "Terms of Use") govern your access to and use of the "Services", namely: (a) our web application designed to facilitate venture capital and general investment education (the "The51 Platform"); (b) any text, pictures, media, data, text, information and other materials or content contained on or provided through the The51 Platform (collectively, the "Content"); and (c) all other Content, products or services provided by us to you, as more particularly described on our website available at www.The51.com (the "Website"). These Terms of Use relate to the Services only.

1.2 Parties. These Terms of Use form an agreement between The51 Ventures Inc. and our wholly-owned subsidiaries (together, "The51", "we", "us", "our") and you. The terms "you" or "your" refer to the individual or entity browsing, installing, downloading, accessing or otherwise using the Website or Content ("use" or "using" in these Terms of Use will mean any of the foregoing).

1.3 REPRESENTATIONS AND WARRANTIES. By using the Services in any way or by clicking to accept these Terms of Use, you represent and warrant that:

A. YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION;

B. YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS;

C. ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE;

D. YOU UNDERSTAND THAT THE51 IS NOT PROVIDING YOU ANY LEGAL, FINANCIAL, OR TAX ADVICE; AND

E. YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2

IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE SERVICES.

PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, PARTICULARLY THOSE IN SECTION 13 AND SECTION 15.

1.4 Additional Agreements. These Terms of Use do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services or otherwise.

2. Changes to these Terms of Use and the Services.

2.1 Changes to these Terms of Use. Except where prohibited by applicable law, we reserve the right to change the Services or these Terms of Use at any time without notice. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

2.2 Suspension of access to the Services. We reserve the right to change the Services at any time, without notice to you. We may, at our discretion, suspend your access to or use of the Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to address any emergency security concerns; (iv) to modify the Services; or (v) if required to do so by a regulatory authority or because of a change in applicable law. You may need to update third party software from time to time to use the Services.

3. Your Use of the SERVICES, Account Set-Up, and Security

3.1 Visiting the Website. You do not have to register to visit our Website. You understand and agree that even if you do not register with The51, you are prohibited from attempting to circumvent and from violating the security of this Website, including without limitation: (a) accessing Content and data that is not intended for you; (b) attempting to breach or breaching the security or authentication measures; (c) restricting, disrupting or disabling services to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting our ability to monitor the Website; (f) using any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.

3.2 Account Creation Requirement. In order to access the Services, you will be required to successfully sign up for a membership user account using the available interfaces within the Services (an "Account") and select a username and password login credentials (the "User ID"). We reserve the right at our sole discretion to: refuse to allow you to open or maintain an Account; limit the number of Accounts that you may set up; consolidate your Accounts; suspend or cancel your Accounts; or disable any User ID or Account issued to you. If we disable access to your Account or a User ID issued to you, you may be prevented from using or accessing the Services (or any portion thereof).

3.3 Accuracy of User ID and Account Information. In order to use the Services, you must provide us with true, accurate, current and complete information relating to your User ID and Account as required by us (including Personal Information) to verify your identity, including your name, address, telephone number, e-mail address, date of birth, government identification information, and banking information. By providing us with such information, you represent that such information is accurate and that you will keep such information current at all times during the Term. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to the Services.

3.4 Steps To Verify Your Identity. You hereby acknowledge that we will verify your identity, including by requesting and collecting your Personal Information held by third parties, and to take any actions as we determine are necessary or prudent based on the results of such requests. You will authorize any third parties to which such inquiries or requests may be directed, to respond to our inquiries or requests and to share your Personal Information with us for the purposes of: (i) providing the Services to you; and (ii) investigating crimes related to financial transactions, including money laundering, terrorist financing, tax evasion, securities fraud, bribery, cryptocurrency ransoms and extortions, sanctions avoidance, or bank fraud (such crimes, "Financial Crimes").

3.5 Responsibility for your Account. You understand and agree that should you be provided with an Account, your Account and User ID are personal to you, and you agree not to provide any other person with access to the Services or portions of it using your username, password or other security information. Your Account is for your own personal use and may not be used for any business activity. You agree to notify us immediately of any unauthorized access to or use of your Account or User ID or password or any other breach of security. You are responsible for any and all orders placed through your Account. You understand that all orders entered by you through your Account are your own decision.

3.6 Suspension or termination of your Account. We reserve the right at any time and from time to time, to disable or terminate your Account, any User ID, password or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use.

4. User Data and Privacy

4.1 Privacy Policy. You consent to the collection, use, reproduction, hosting, transmission and disclosure of information about identifiable individuals ("Personal Information") as described in and in compliance with our Privacy Policy, found at https://The51.com/privacy-policy ("Privacy Policy").

4.2 Aggregated Data. You grant to us and our affiliates and service providers, and each of our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from your access or use of, the Services (collectively, "User Data"): (i) to develop, enhance and make available the Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data"). We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.

4.3 Personal Information. You represent and warrant to us that your User Data will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case, as required by applicable laws, to enable us to make available the Services to you. By using the Services, you acknowledge and agree that The51 will be transmitting certain of your Personal Information electronically.

5. User Submissions AND Grant of Licence

5.1 User Submissions. We and our service providers may make available through the Services certain services (for example, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality, among other services) to which you are able to post information and materials (collectively, "User Submissions").

5.2 License to the User Submissions. We will be under no obligation to keep any User Submissions you submit to the Services will confidential. By providing any User Submission to the Services, you grant us and our affiliates and service providers, and each of their respective licensees, successors, and assigns the right to a world-wide, royalty-free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, publish, distribute and otherwise disclose to third parties any User Submissions for any purpose and to incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission. By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant this licence.

5.3 Accuracy of the User Submissions. You understand and agree that you, not us or our parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy.

5.4 Removal of User Submission. We may without provision of notice to you: remove or refuse to post on the Services any User Submissions for any or no reason in our sole discretion; and take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion.

5.5 Monitoring. We have no obligation, nor any responsibility to any party to monitor the Services or its use, and do not and cannot undertake to review material that you or other users submit to the Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party, subject to applicable laws. You hereby indemnify, defend and hold harmless The51 from any and all claims resulting from any action taken by The51 relating to any investigations by either The51es or by law enforcement authorities.

5.6 Feedback. You agree that any suggestion or idea provided by you (such suggestions or ideas, "Feedback") will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.

6. Conditions of Use

Your use of the Services and any User Submissions will not in any manner, and will not permit anyone else to:

(a) violate any applicable federal, provincial, local or international law or regulation, including without limitation any laws regarding the export of data or software, patent, trademark, trade secret, copyright or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations;

(b) violate these Terms of Use or our Privacy Policy

(d) violate the terms of use of any third party website or social media site that is linked to the Services;

(e) involve, provide or contribute any false, inaccurate or misleading information;

(f) impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including without limitation by using email addresses or screen names associated with any of the foregoing);

(g) transmit, or procure the sending of, any advertisements or promotions or sales, or encourage any other commercial activities, including without limitation any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;

(h) encourage any other conduct that restricts or inhibits anyone's use of the Services, or which, as determined by us, may harm us or users of the Services or expose them to liability;

(i) give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case; or

(j) threaten the security or functionality of the Services or for any purpose or in any manner not expressly permitted in this Agreement, including:

(i) sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;

(ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial of service attack), including by accessing using the Services to permit timesharing, service bureau use or commercially exploit the Services;

(iii) use the Services to create, collect, transmit, store, use or process any User Data or User Submissions: (A) that contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you does not have the lawful right to create, collect, transmit, store, use or process; (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

(iv) attempt to gain unauthorized access to the Services, or bypass any measures we may use to prevent or restrict access to the Services, including by performing any vulnerability, penetration or similar testing of the Services;

(v) modify, reverse engineer, reverse assemble, disassemble, or decompile the Services (any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services;

(vi) access or use the Services for the purpose of building a similar or competitive product or service; and

(vii) remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark and patent or patent pending notices.

7. Fees and Payment

7.1 Fees. In consideration for The51's provision of the Services, you agree to pay the membership fees and, if applicable, additional charges set out in https://the51.com/membership (the "Fees"), in accordance with the invoice and payment terms set out therein. All Fees paid by you are final and non-refundable, unless otherwise determined by The51. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Use, other than taxes based on the net income or profits of The51. Unless otherwise determined by The51, all dollar amounts relating to these Terms of Use will in Canadian dollars.

7.2 Billing Information. You must provide current, complete and accurate information for any billing relating to your Account. You must promptly update all information to keep the billing information relating to your Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft). Changes to such information can be made in your Account settings through the Services. If you fail to provide any of the foregoing information, you agree that we reserve the right to suspend your access to the Services until all due amounts are paid in full.

7.3 Third Party Payment Processor. You will provide The51 or, if applicable, a third party payment processor (the "Payment Processor") with the information necessary to process a payment from you, including the billing information requested on the Services or the applicable Payment Processor's platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay Fees by any manner then available on the Services or applicable Payment Processor's platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but, in any event, within [30] days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment, unless you have all necessary authorization to do so. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.

8. Investment information

8.1 No reliance on the Content. The Content on the Services is provided for general information purposes only. It is not intended to amount to advice on which you should rely. Your use of the Services is at your own risk and neither The51 nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for your use of the Services. All statements or opinions expressed in any such third party content, other than the Content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. We make no representations or warranties about this information except as set out in the official investment documentation ("Investment Documents").

8.2 Investments. No investments can be made through the The51 Platform. All investments will be made subject to separate investment agreements. Before committing to any funding or investment, you should carefully review all Investment Documents with legal counsel, as well as tax and financial professionals to determine what is best for your individual needs.

8.3 Risks. You understand that all investments involve risk. Your losses may be the same as the principal invested. The past performance of any security, industry, market, sector, or financial product does not guarantee future results or returns.

8.4 SOLE RESPONSIBILITY FOR RISKS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, AND SUITABILITY OF THESE RISKS FOR YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACCESSING AND USING THE SERVICES UNDERSTANDING AND ACCEPTING THE RISKS, AND AT YOUR OWN RISK, AND THAT WE ARE NOT LIABLE FOR ANY LOSSES SUFFERED BY YOU IN RESPECT OF YOUR USE OF THE SERVICES.

8.5 Conflicts. In the event of a conflict between the Investment Documents and these Terms of Use or any Content, the relevant term in the Investment Documents will take precedence.

8.6 No reliance on the Content. The Content on the Services is provided for general information purposes only. It is not intended to amount to advice on which you should rely. Your use of the Services is at your own risk and neither The51 nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for your use of the Services. All statements or opinions expressed in any such third party content, other than the Content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials.

8.7 Discrepancies. If there is a discrepancy or inconsistency between the Account information displayed on your computer screen or any other device you use to access the Services, including information about the outcome of any investments, and the information recorded in our systems, the information recorded in our systems will prevail at all times.

9. Taxes

9.1 No tax or legal advice. You understand that neither The51 nor either of our employees, contractors, agents, principals, or representatives provide tax, legal, or other professional advice.

9.2 Worldwide taxes. You understand that many countries have tax laws that require the reporting of worldwide income for tax purposes, and that taxes may be required to be reported and remitted by you to tax authorities pursuant to such worldwide reporting obligations. You understand that we may be required to disclose your Account information to tax authorities in any country or pursuant to a court order at any time.

9.3 Remittance of Taxes. It is your responsibility to: (a) determine whether, and to what extent, local, federal, or international taxes apply to any investments you may make or that apply to any increases in the value of any investments; and (b) withhold, collect, report, and remit all applicable taxes to the appropriate tax authorities in your jurisdiction or any other applicable jurisdiction.

10. Grant of Access to and Ownership of the Services

License. Subject to these Terms of Use, we grant you a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right during the Term to access and use the Services, including to download and display local Content solely in connection with using the Services, in accordance with these Terms of Use. You must not access or use for any commercial purposes any part of the Services. Neither these Terms of Use nor your use of the Services grants you ownership in the Services or the Content you access through the Services. These Terms of Use do not grant you any right to use The51's trademarks or other brand elements. All right, title and interest, including intellectual property rights, in the Services and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of The51 (or our third party suppliers, if applicable). All rights not expressly granted to you in these Terms of Use are reserved by The51.

11. Third Party Content, Websites or Services

11.1 Third Party Software. Any use of third party software provided in connection with the Services will be governed by such third parties' licenses and not by these Terms of Use.

11.2 Third Party Links. The Services may provide or publish links or access to third party content, websites, or services. Likewise, we may allow you to access the Services from third party systems. The51 does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third party content, websites, or services are the property of their respective owners. The51 does not endorse any third party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under The51's control, and if you choose to access any such content, websites, or services, or to access the Services from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

11.3 Interactions with Third Parties. Your interactions with organizations or individuals found on or through the Services, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations or individuals. You agree that to the fullest extent permitted by applicable law The51 is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

12. Malicious Code and Security

The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Services is compatible with your computer system or mobile device or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system or mobile device that may be necessary as a result of your use of the Services.

13. Disclaimer

13.1 GENERAL DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE.

13.2 SOLE RESPONSIBILITY FOR USE OF THE SERVICES. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR CONTENT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO IT.

13.3 Market Information Disclaimer. Any up-to-date market information, including quotes, order books, or charts that we provide you is provided 'as is' and 'where is' without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate. While we may correct any such errors, missing information, or inaccuracies, we are under no obligation to do so.

14. Limitation of Liability

To the extent permitted by applicable law, under no circumstance will we nor our we or our affiliates or our or their respective officers, directors, shareholders, employees, contractors, agents, licensors, licensees and services providers and any successors and assigns of the foregoing be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, for any direct, indirect, special, incidental, consequential or punitive damages or, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, even if we were allegedly advised or had reason to know that such damages might occur. In the event that the foregoing disclaimer is ineffective, to the maximum extent permitted by applicable law, in no event will our total aggregate liability in connection with your use of, or inability to make use of, the Services or Content, exceed the price of the annual membership fee. For greater certainty, the existence of one or more claims under these Terms of Use will not increase this maximum liability amount.

15. Indemnification

To the extent not prohibited by applicable law, you will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with:

(a) your breach of your obligations, representations or warranties under these Terms of Use;

(b) your User Submissions, User Data, or use of the Services or any instructional manuals, guidelines, or documentation made available by us to you; or

(c) your violation of any applicable law or the rights of a third party (including any laws related to Financial Crimes and intellectual property rights).

16. Geographic Restrictions

The51 is based in Calgary, Alberta, Canada. We provide the Services for use only by persons located in Canada. The Services are not intended for use in any jurisdiction where its use is not permitted. If you access the Services from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

17. Electronic Communications

17.1 Electronic messages. When you use or view the Services or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, by text message or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

17.2 Messages through your Account. By creating an Account to access the Services, you acknowledge and agree that The51 may send you service-related e-mails relating to your Account, including service updates. These communications can be managed through user features made available through the Services from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive all other communications electronically by contacting us at hello@the51.io. If you withdraw your consent (excluding consent to receive marketing communications) for these other communications, from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your mobile device number, email, or mailing address so that you continue to receive all communications without interruption.

17.3 Your contact information. You acknowledge and agree that you are solely responsible for providing The51 with accurate contact information for the purposes of any electronic communications between us and you, including your mobile device number and email address.

18. Term and Termination; Survival

18.1 Term. These Terms of Use will commence on the day you first use the Services and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the "Term").

18.2 Termination by The51. We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Services.

18.3 Termination by You. You may terminate these Terms of Use and close your Account at any time and with immediate effect by: (a) requesting by email or through the The51 Platform that your Account be deleted; (b) ceasing use of the Services; and (c) uninstalling and deleting the The51 Platform. For greater certainty, if you continue to use any portion of the Services that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

18.4 Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 1.3 (Representations and Warranties), 3 (Account Set-Up), 4 (User Data and Privacy), 5 (User Submissions and Grant of License), 6 (Conditions of Use), 7 (Fees), 9 (Taxes), 10 (Grant of Access to and Ownership of the Services) 11 (Third Party Content, Websites or Services), 12 (Malicious Code and Security), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 18.4 (Survival), and 19 (General Provisions).

19. General Provisions

19.1 Contact. If you have any questions or comments regarding these Terms of Use or have Feedback, comments, requests for technical support and other communications relating to Services please contact us at hello@the51.io.

19.2 Choice of Law. Except as restricted by applicable law, the Services and these Terms of Use will be governed by and construed in accordance with the laws of and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision. Any action or proceeding arising out of or relating to the Services and under these Terms of Use will be instituted in the courts of Calgary, Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

19.3 Entire Agreement and Interpretation. These Terms of Use constitute the entire agreement between you and us pertaining to the access of the Services hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. In these terms "include" or "including" means including "without limitation".

19.4 Waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19.5 Severability. If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

19.6 Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

19.7 English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais. Any translation of these Terms of Use is provided for your convenience. To the extent of any discrepancy between the English language version and the translation, the English language version will govern.