Terms of Use - Ubineer

 

Effective: November 1, 2019

Revised: March 21, 2026

 

Welcome to Ubineer. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the services, please contact us at:

 

Email: info@ubineer.com

Address: 108 College Street, Suite W780, Toronto, ON, Canada M5G 0C6

 

These Terms of Use (the “Terms”) are a binding contract between you and UBINEER , INC. (“Ubineer,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services in any manner. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), including without limitation terms from our third party data providers. Additional Terms are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

 

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

 

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

Will these Terms change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://Ubineer.com, send you an email, and/or notify you by some other means.

 

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

 

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

 

What about my privacy?

Ubineer takes the privacy of its users very seriously. Please view the Ubineer Privacy Policy.

 

Children’s Online Privacy Protection Act 

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at info@Ubineer.com

 

What are the basics of using Ubineer?

You represent and warrant that you are of legal age to form a binding contract.

 

In order to use most of our Services, you will be required to sign up for an account, select a password and user name (“Ubineer User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Ubineer User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account. You may not transfer your account to, or share your access credentials with, anyone else without our prior written permission. You must protect the security of your account and your password and any other access credentials. You’re responsible for any activity associated with your account.

 

The Services are only intended for your own individual, internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and you shall not use it in any other manner. You shall only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.


What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Ubineer sends you (for example, via email). You agree to indemnify and hold Ubineer harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

 

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

 

  •        infringes or violates the intellectual property rights or any other rights of anyone else (including Ubineer);
  •       violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws, security laws or any other purpose not reasonably intended by Ubineer;
  •        is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  •       jeopardizes the security of your Ubineer account or anyone else’s (such as allowing someone else to log in to the Services as you);
  •        attempts, in any manner, to obtain the password, account, or other security information from any other user;
  •        violates the security of any computer network, or cracks any passwords or security encryption codes;
  •        runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  •      “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  •     copies or stores any significant portion of the Content;
  •     decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
  •          download any Content unless expressly permitted by Ubineer in writing;
  •          link or hyperlink/hypertext link to the Services or the Content or frame any portion of the Services of Content or otherwise attempt to make the Services or Content appear to be from a different source;
  •        is intended to manipulate any market or price;
  •       is in violation of your employer’s policies; or
  •          pertains or relates to any asset class for which you are a proprietary trader for your employer.


A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

 

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, information, financial tools, investment write-ups, newsletters, blog posts, general text, research, analysis, summaries, reports, graphs, User Submissions (as defined below), the selection or arrangement of any of the foregoing, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to keep all copyright or other proprietary notices intact and abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services. You shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Ubineer’s) rights.

 

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to locally view Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services as set forth in these Terms is expressly prohibited without prior written permission from us. You understand that Ubineer owns the Services and Ubineer and its licensors own all Content provided on or through the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services, including without limitation any Content that you do not own.

 

The Services include access to financial data feeds and other related tools and applications, such as articles, summaries, and newsletters (collectively, “Data Feeds”), including those provided by third parties. In addition to the terms set forth herein, each Data Feed may be subject to its own terms, restrictions and limitations (which shall be included in Additional Terms). Data Feeds provided by third parties may require you to enter into an agreement directly with the third-party provider of such Data Feed, and you acknowledge and agree that we are not a party to such third party terms. The terms for any Data Feed you access or use are hereby incorporated into these Terms by reference, and you hereby indemnify and hold Ubineer harmless from all liability arising out of or relating to any third party terms related to such Data Feeds.

 

What about anything I contribute to the Services – do I have to grant any licenses to Ubineer or to other users?

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services, including, but not limited to data, information (including financial information about you and your assets), responses, investment write-ups, information, models, projections, profile information, forum posts, comments, user-to-user messages, and any other Content of any kind, is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent, warrant and covenant that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations and these Terms. You acknowledge that all Content, including User Submissions, accessed by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

 

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incites hatred against any individual or group; (iv) exploit minors; (v) depict violence or any unlawful acts; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; (viii) contain any fraudulent or inaccurate information; (ix) is based on your knowledge of any material non-public information or constitute material, non-public information; or (x) that violate any law or agreement.

 

When you post any User Content, you also agree to abide by the following rules at the time of posting such User Content: (i) you shall disclose the existence of any material long or short position (including without limitation stocks, options or other instruments) in any stock mentioned in any User Content or any intent to change your position with respect to such stock (e.g. buy or sell) in a way that would be material to the market; (ii) you shall not post any User Content regarding a particular stock with the intention to boost or reduce such stock’s price; (iii) you shall disclose any and all material relationships with any companies’ stocks you refer to in any User Content you post and/or any parties that stand to gain in any way from the viewpoint you present in any User Content you post; (iv) you shall not, at any time, post anything that could constitute material non-public information under applicable laws, rules or regulations and (v) you hereby waive any and all rights against us and hold us harmless in connection with any claims relating to any action taken by us as part of an investigation of a suspected violation that a violation of these Terms have occurred, including without limitation removal of any Content (including User Content) from the Services and/or suspension or termination of your access to the Services.

 

Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

 

By submitting User Submissions through the Services, you hereby do and shall grant Ubineer a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof), or for any other existing or future Ubineer products and services, in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access and your User Submissions through this site and/or the Services in accordance with the terms herein. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights or obligations, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, trade secret rights, confidentiality obligations or any other intellectual property or proprietary rights.

 

Finally, you understand and agree that Ubineer, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so. 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, exchange, self-regulatory organization, market data vendor or employer 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 us, our users and the public.

 

Can I share the Content I see on the Services?

Certain features of the Services allow you to share information with others, which may include sharing within the Services themselves as well as sharing outside of the Services, such as through your social networks or other Third Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Ubineer to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

 

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Ubineer, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, please visithttp://www.copyright.gov/legislation/dmca.pdf.

 

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. Any user may or may not have a position in any investment described in User Content. Ubineer has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services, including without limitation any information provided in Data Feeds. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current.

 

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Ubineer, including without limitation third party Data Feeds. The Services may also contain opinions regarding securities mentioned in our Services or other services, which opinions are made by third parties and not Ubineer. Ubineer will not and cannot monitor, verify, censor or edit the content of any third-party site or service, and we are not responsible for any Content, including any data or opinions, provided by any third parties. All Content and performance data made available on or through the Services is supplied by sources we believe to be reliable, but any analysis, calculation, report or opinion based on such information is not guaranteed by us, these sources, the information providers, or any other person or entity, and may not be complete. Quotes about exchanges may be delayed or may not be current, such as if an exchange is closed and quotes only reflect information as of the close of the last day of trading. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Ubineer is not responsible for such risks. All Content on the Services is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that Ubineer shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

 

You are responsible for all your activity in connection with the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction. For example, before selling or buying any investment, you should consult with a qualified broker or other financial professional to verify pricing information. Furthermore, past performance is not an indication of future results. We cannot control and have no duty to take any action regarding how you may interpret and use any Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We aren’t liable for any errors or omissions in any Content or for any damages or loss you might suffer in connection with it.

 

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Ubineer is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Ubineer, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

 

You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

Is Ubineer a financial advisor?

Ubineer is not a registered investment advisor or broker/dealer. The materials and information accessible on or through the Services should be used solely for informational purposes. No Content published as part of the Services constitutes a recommendation that any particular investment, security, portfolio of securities, transaction or investment strategy is tailored to the investment needs of any specific person so it may not be suitable for you. You should not rely solely upon the research or opinions herein for purposes of transacting securities or other investments. You should always conduct your own research and due diligence and obtain professional advice before making any investment decision. You hereby acknowledge and agree that we do not operate the Services as an offer to, or solicitation of, any potential clients or investors for the provision by us of investment management, advisory or any other service. You agree not to construe any Content or materials listed on the Services as tax, legal, insurance or investment advice or as an offer to sell, or as a solicitation of an offer to buy, any security or other financial instrument. None of the Ubineer Parties (defined below) nor any other users will be liable for any loss or damage caused by reliance on any information obtained through or from the Services or any Content (including without limitation any User Content). NO GUARANTEE CAN BE MADE IF YOU INVEST BASED ON THE INFORMATION PROVIDED ON OR THROUGH THE SERVICES.

 

Will Ubineer change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

 

Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

 

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at info@Ubineer.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

 

Ubineer is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Ubineer has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

 

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

 

If you have deleted your account by mistake, contact us immediately at info@Ubineer.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

 

Upon termination of your account by you or us at any time, or as otherwise required by us in our sole discretion, you shall immediately purge, delete and destroy any Content or information obtained from the Services from your systems or otherwise in your control, whether in tangible, intangible or electronic form.

 

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

 

Can I refer other users?

From time to time Ubineer may offer special offers for referring other users to the Services. In order to participate in such special offers, a referring user (“Referrer”) must log in to their account and receive a custom link for the special offer. Referrer may forward the custom link to any number of individuals who are not presently registered users of the Services (“Referee”). A registered user is someone who already has an existing account with Ubineer. There is no limit to the number of referrals that Referrer can make, nor the cumulative credits that the Referrer may receive through such special offer, unless otherwise indicated. For each Referee that follows the custom link sent by the Referrer and registers for the Services, and then makes a qualifying purchase using that newly created account, Ubineer will automatically credit the Referrer’s account with the specific amount listed in the particular special offer. All Referees must be first-time recipients of the offer to join the Services, and multiple referrals to the same individual will be disregarded. Ubineer reserves the right to revoke from Referrer and Referee the special offer at Ubineer’s discretion for any reason or for no reason whatsoever. Unless otherwise specified on the Services, all credits issued pursuant to such special offers, for both Referrer and Referee, shall automatically expire after 12 months if not used. In order to be eligible to receive special offers, Ubineer may require Referrer or Referee to have a valid credit card on file in that Referrer or Referee account. If Ubineer determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Ubineer reserves the right to (a) revoke any credits issued to either Referrer or Referee and/or (b) charge the Referrer’s or Referee’s credit card for any credits used by Referrer or Referee prior to such revocation and for any credits issued by Ubineer to any ineligible Referrer or Referee. Ubineer reserves the right to modify or terminate any special offers at any time. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.

 

 

What else do I need to know?

Your Authority to Use the Services: By using the services, you are representing to us that you have the power and authority to accept these Terms of Use and to enter into this agreement with us, that you are capable of assuming, and do assume, any risks related to the use of the Websites and their content, and that you understand and accept the terms, conditions and risks relating to their use. If you are dissatisfied with the Websites or their content, your sole and exclusive remedy is to stop using them.

 

Investment Risks. You acknowledge that an investment in any security or financial instrument is subject to a number of risks, and that discussions or information about any security or financial instrument published on the Services will not contain a list or description of relevant risk factors. Trading in securities (including, without limitation, stocks, options, ETFs and bonds) involves risk and volatility and can result in immediate and substantial losses of the money invested. Past results are not necessarily indicative of future performance. It is recommended that you only invest funds that are not allocated for other purposes, such as retirement savings, student loans, mortgages, education, or debt reduction. You acknowledge that your investment decisions or recommendations are made entirely at your election.

 

Service Availability. We will try to make the Services available at all times, however, the Services may be subject to unavailability for a variety reasons, including without limitation emergencies, interference, service failures, equipment, network problems or other factors beyond our control. Delays or omissions may occur, and we are not responsible for data, messages or Content that is lost, not delivered, delayed or misdirected. The accuracy and timeliness of data received is not guaranteed.

 

Warranty Disclaimer. Ubineer and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Ubineer and all such parties together, the “Ubineer Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Ubineer Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of or in any way related to your participation in or use of the Services. The Ubineer Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY UBINEER (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME PROVINCES, TERRITORIES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.IN NO EVENT SHALL ANY OF THE UBINEER PARTIES BE LIABLE FOR ANY INVESTMENT GAIN/LOSS YOU INCUR DURING YOUR INVESTMENT IN THE STOCK MARKET.

 

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE UBINEER PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO UBINEER IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold the Ubineer Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

 

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Ubineer’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

 

Choice of Law. Ubineer is controlled by its office within the Province of Ontario, Canada. By accessing the Websites, you and Ubineer agree that all matters relating to your access to, or use of, the Services shall be governed by the statutes and laws of the Province of Ontario or the federal laws of Canada, as applicable, without regard to the conflicts of laws principles thereof. You and Ubineer also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario with respect to any and all matters arising in connection with these Terms of Use.

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


Other Countries: The Services can be accessed from countries around the world other than Canada and may contain references to Ubineer products, services, and programs that have not been announced in your country. These references do not imply that Ubineer intends to announce such products, services or programs in your country. Ubineer makes no representation that the content on www.ubineer.com is appropriate or available for use in other locations, and accessing the Services from territories where its content is illegal is prohibited. Those who choose to access the Websites from other locations do so on their own initiative and their own risk and are responsible for compliance with local laws.


Caution Regarding Forward-Looking Information

The Services may contain "forward-looking information" (as defined in applicable Canadian securities legislation) that is based on expectations, assumptions, estimates, projections and other factors that management believes to be relevant as of the date of the content published on the Services. Often, but not always, such forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "budget", "scheduled", "targeted", "estimates", "forecasts", "intends", "anticipates", "believes", or variations or the negatives of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved or not be taken, occur or be achieved. Forward-looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct.


Examples of such forward-looking information include, but are not limited to, factors relating to stock, derivatives and energy exchanges and clearing houses and the business, strategic goals and priorities, market condition, pricing, proposed technology and other initiatives, financial condition, operations and prospects of Ubineer, which are subject to significant risks and uncertainties. These risks include: competition from other exchanges, data providers, competitors or marketplaces, including alternative trading systems and new technologies, on a national and international basis; dependence on the economy of Canada; adverse effects on our results caused by global economic uncertainties; failure to retain and attract qualified personnel; geopolitical and other factors which could cause business interruption; dependence on information technology; vulnerability of our networks and third party service providers to security risks; failure to implement our strategies; regulatory constraints; risks of litigation; dependence on adequate numbers of customers; failure to develop or gain acceptance of new products; currency risk; adverse effect of new business activities; not being able to meet cash requirements because of our holding company structure and restrictions on paying dividends; dependence and restrictions imposed by licenses and other arrangements; dependence of trading operations on a small number of clients; new technologies making it easier to disseminate our information; challenges related to international expansion; inability to protect our intellectual property; dependence on third party suppliers; adverse effect of a systemic market event on our derivatives business; risks associated with the credit of customers; cost structures being largely fixed; risks associated with integrating the operations, systems, and personnel of new acquisitions; and dependence on market activity that cannot be controlled. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained on the Ubineer Services.


Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability of Ubineer to successfully compete against global and regional marketplaces; business and economic conditions generally; exchange rates (including estimates of the U.S. dollar - Canadian dollar exchange rate), the continued availability of financing on appropriate terms for future projects; productivity at Ubineer, as well as that of Ubineers's competitors; market competition; research & development activities; the successful introduction of new derivatives and equity products; tax benefits/changes; the impact on Ubineer and its customers of various regulations; Ubineer's ongoing relations with its employees; and the extent of any labour, equipment or other disruptions at any of its operations of any significance other than any planned maintenance or similar shutdowns.


While we anticipate that subsequent events and developments may cause our views to change, we have no intention to update this forward-looking information, except as required by applicable securities law. This forward-looking information should not be relied upon as representing our views as of any date subsequent to the date on each individual page of content or documents included on the Ubineer Services. We have attempted to identify important factors that could cause actual actions, events or results to differ materially from those current expectations described in forward-looking information. However, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and that could cause actual actions, events or results to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect us. A description of the above-mentioned items is contained in SEC filings and under the heading Risks and Uncertainties.


Additional Terms

Ubineer products or features are identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meaning (“Alpha Products”), and are made available to you so that we can get your feedback (the “Purpose”). By joining the Ubineer Alpha Program and using the Alpha Products, you are agreeing to be bound by this agreement. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind your organization and the members of your Ubineer team to this agreement.


Alpha Products

You will receive our Alpha Products while we are still trying to work out the kinks and before we officially launch features and functionality to the rest of our customer base. As a result and notwithstanding anything to the contrary in this agreement or any other agreement between you and Ubineer: (a) you may use or decline to use any Alpha Product; (b) Alpha Products may not be supported and may be changed at any time without notice to you; (c) Alpha Products may not be as reliable or available as other products or services; (d) Alpha Products have not been subjected to the same security measures and auditing to which other products or services may have been subjected; and (e) UBINEER WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY ALPHA PRODUCT — USE AT YOUR OWN RISK. In many cases, we will replace the Alpha Products with new versions prior to the official launch.


Confidential Information

“Confidential Information” means any technical or business information disclosed by us to you that is designated as confidential or that reasonably should be understood to be confidential (this includes our Alpha Products).


We appreciate your efforts to protect our Confidential Information and keep new features and functionality secret until official launch. You may use the Confidential Information only for the Purpose. You will take reasonable measures to protect the Confidential Information, and at least those measures you take to protect your own confidential information of a similar nature. You will not disclose Confidential Information to any third parties. You may disclose Confidential Information to the extent required by law or regulation if you give us reasonable advance written notice (to the extent permitted) so that we can seek to prevent or limit the disclosure.


Your confidentiality and use obligations will not apply to the extent any Confidential Information:

-is generally known or available to the public, through no act or omission of yours;

-was known, without restriction, prior to receiving it from us;

-is rightfully acquired from a third party who has the right to disclose it without restriction; or

-is independently developed without access to any Confidential Information.


We will retain all right, title, and interest to the Confidential Information. This agreement does not grant you any intellectual property rights or other rights of ours, except the limited right to use Confidential Information for the Purpose.


Neither party will use the other party’s name publicly or otherwise publicly refer to Confidential Information or the participation in the Alpha Program without the other’s written consent, not to be unreasonably withheld or delayed.


The unauthorized use or disclosure of the Confidential Information would cause us irreparable harm, and accordingly we may obtain immediate equitable relief to enjoin any unauthorized use or disclosure of the Confidential Information, in addition to other rights and remedies we may have.

User Studies and Feedback


You may be invited to participate in online or in-person user studies conducted and recorded by us. We will own any recording of the studies and you grant us permission to use the recording (or other output) of the studies for our internal research and product development purposes.


We appreciate any feedback—such as oral or written comments, suggestions, error reports, and analysis (“Feedback”) — you give us regarding our Confidential Information. You agree to and hereby do assign to us all right, title, and interest in the Feedback and agree to provide us any assistance we require to document and maintain our rights in the Feedback.


Software

Some of our Alpha Products allow you to download client software that we are testing as part of the Alpha Program ("Alpha Software"), which may update automatically. So long as you comply with this agreement, we give you a limited, nonexclusive, nontransferable, revocable license to use the Alpha Software, solely to access the Alpha Products. To the extent any component of the Alpha Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override this agreement. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Alpha Products, attempt to do so, or assist anyone in doing so.


Termination

Either party may terminate this agreement at any time for any reason upon prior written notice (email : info@ubineer.com). We may terminate your access to the Alpha Products at any time for any reason. Upon written request or termination of this agreement, you will immediately cease using the Confidential Information. Obligations with respect to Confidential Information already disclosed will survive for 5 years after disclosure.


Modification

We may revise this agreement from time to time and the most current version will always be posted on our website. If we think a revision is material, we will notify you (for example via email to the email address associated with your account). Other revisions may be posted to our website, so please check it regularly. By continuing to access or use the Alpha Products after revisions become effective, you agree to be bound by the revised agreement. If you do not agree to the new terms, please stop using the Alpha Products.


Once again, if you have any questions, comments, or concerns regarding these terms or the services, please contact us at:

 

Email: info@ubineer.com

Address: 108 College Street, Suite W780, Toronto, ON, Canada M5G 0C6