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Privacy Policy and Website Use Agreement
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Private Capital Markets ASSOCIATION OF CANADA

PRIVACY POLICY AND WEBSITE USE AGREEMENT

Last Updated: March 2014

Protecting your privacy is important to the Private Capital Markets Association of Canada (PCMA). This Policy explains how the PCMA collects, uses and discloses the personal information you may provide to the PCMA while using the PCMA website – www.pcmacanada.com – and the information and services provided through the website (Website).

Your Consent

By using the Website, or by submitting information to the PCMA through the Website, you signify your consent to the collection, use and disclosure of your personal information in accordance with this Policy and the PCMA Website Use Agreement (Website Agreement) which is available below. If you do not agree with this Policy, you may not use the Website or submit information to the PCMA.

Information Automatically Collected Through The Website

Non-Personal Information – Like many other Internet websites, the Website automatically collects certain non-personal information regarding Website users, such as the date and time you access the Website, the Internet address of the website from which you linked to the Website, the operating system you are using, and the Website pages read and images viewed. This non-personal information is used for the Website and system administration purposes and to improve the Website. Non-personal information may be disclosed to other persons and permanently retained for future use.

Cookies – The Website may use "cookies", a technology that installs a small amount of information on a Website user’s computer to permit the Website to recognize future visits using that computer. Cookies enhance the convenience and use of the Website. For example, the information provided through cookies may be used to recognize you as a previous user of the Website (so you do not have to enter your personal information every time), to offer personalized content and information for your use, and otherwise facilitate your experience using the Website. You may choose to decline cookies if your browser permits, but doing so may affect your ability to access or use certain features of the Website.

Personal Information You Specifically Provide

Your Personal Information – In your dealings with the PCMA and during your use of the Website, you may be asked to voluntarily provide, and you might choose to voluntarily provide, personal information (such as your personal name, email address, postal address, telephone number, fax number, age, gender, employment-related information, educational level, occupation and a description of your skills and certifications) of information about your firm or company. If you choose not to provide certain requested personal of business information, you may not be able to access or use certain features of the Website.

Use of Your Personal Information – The PCMA uses your personal information for the following purposes and as otherwise permitted by applicable law: to contact and correspond with you or respond to your communications, to share information about PCMA programs for its members and to otherwise facilitate and enhance your use of the Website.

Emails and Newsletters from the PCMA – If you contact the PCMA by email or otherwise indicate that you would like to receive email from the PCMA, then from time to time, the PCMA may send to you email or other communications containing information about the PCMA, the Website and other matters the PCMA believes may be of interest you. At any time you may ask the PCMA to stop sending you email, newsletters and other information by sending your request to the PCMA's Executive Director at one of the addresses noted below.

Disclosure of Your Personal Information – The PCMA may disclose your personal information in the following circumstances and as otherwise permitted by applicable law:

  1. Disclosure to Affiliates, Agents and Suppliers – The PCMA may provide your personal information to its affiliates, agents, suppliers and service providers in connection with matters relating to your use of the Website, programs designed for the PCMA members including the PCMA insurance program or other matters. The PCMA requires its affiliates, agents, suppliers and service providers to agree to use your personal information only for the purposes for which it is provided to them, and to protect the privacy of your personal information in a manner that is consistent with this Policy. If at any time you do not wish your personal information to be disclosed to certain or any other persons, please send your request to the PCMA’s Executive Director at one of the addresses noted below; however, this may affect your ability to use the Website.

  2. Law Enforcement and Legal Disclosure – The PCMA may disclose your personal information to a government institution or regulatory agency that has asserted its lawful authority to obtain the information or where the PCMA has reasonable grounds to believe the information could be useful in the investigation of unlawful activity, or to comply with a subpoena or warrant or an order made by a court, person or body with jurisdiction to compel the production of information, or to comply with court rules regarding the production of records and information, or to its legal counsel.

Depersonalized Information – The PCMA may use personal information to create non-personal information regarding the use of the Website. The PCMA may then disclose that non-personal information to other persons and permanently retain that non-personal information for future use.


Business Contact Information
– To the extent permitted by law, the provisions of this Policy concerning "personal " do not apply to information (such as your personal name, position or title, business address, business telephone number, business fax number and business email address) that enables you to be contacted at a place of business.


Location of Information
– The PCMA will store and process your personal information in Canada but may also utilize IT or website services from suppliers in the United States.

Securing Your Information – The PCMA employs reasonable security safeguards appropriate to the sensitivity of the personal information in its possession or under its control in order to protect that information from unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks. Only those persons who need to have access to your personal information in order to carry out their duties with respect to the uses set out above will have access to your personal information. Nevertheless, security risks cannot be eliminated and the PCMA cannot guarantee that your personal information will not be used or disclosed in ways not otherwise described in this Policy.

Accessing Your Personal Information – You may request access to your personal information and information about the PCMA’s collection, use and disclosure of that information by sending your request to the PCMA’s Executive Director at one of the addresses noted below. Subject to certain exceptions and limitations prescribed by applicable law, you will be given reasonable access to your personal information within a reasonable time, and will be entitled to challenge the accuracy and completeness of the information and to have it amended as appropriate. You can help the PCMA maintain the accuracy of your information by notifying the PCMA of any changes to your personal information.

Other Matters

Policy Changes – To accommodate changes in the Website, changing technology, and legal developments, this Policy may be changed from time to time in the PCMA’s discretion and without any prior notice or liability to you or any other person. The PCMA’s collection, use and disclosure of your personal information will be governed by the version of this Policy in effect at that time. New versions of the Policy will be posted on the Website and are available upon request from the PCMA.


Accountability and Contacting the PCMA's Executive Director
– The EMDA takes privacy issues very seriously and welcomes questions and feedback on its management of personal information. Any questions, concerns or complaints regarding this Policy or your personal information may be directed to the EMDA’s Executive Director by the following methods: (a) by telephone – (877) 363-3632; (b) by email – info@pcmacanada.com; (c) by mail to the Executive Director, Private Capital Markets Association of Canada, Suite 5700, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, Canada M5X 1C7.


English Language
– The parties have expressly requested and required that this Privacy Policy and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Politique et tous les documents qui s’y rapportent soient rédigés en anglais.


EXEMPT MARKET DEALERS ASSOCIATION OF CANADA
WEBSITE USE AGREEMENT

Updated: March 2014

THIS AGREEMENT GOVERNS YOUR USE OF THE PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA’S WEBSITE. IT EXEMPTS THE PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ. BY USING THE WEBSITE, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT.

1. YOUR ACCEPTANCE OF THIS AGREEMENT

This is an Agreement between you and all persons you represent (and for purposes of this Agreement, "person" includes natural persons and any type of incorporated or unincorporated entity) and the Private Capital Markets Association of Canada (PCMA) regarding your access to and use of the PCMA’s website and all content, information and services available on or through the website (collectively, the Website). This Agreement also provides benefits to the PCMA’s affiliates, service providers, suppliers and other persons.

Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent, without limitation or qualification, to be bound by this Agreement as it then reads, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement on behalf of the person you purport to represent, you may not access or use the Website. The Website is for convenience and informational purposes only and is not intended to convey advice or recommendations.

2. PERMISSION TO USE THE WEBSITE

The Website may only be used by persons who can form legally binding contracts under applicable law. The Website may not be used by persons in jurisdictions where access to or use of the Website or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Website is lawful, and you must comply with all applicable laws.
 

3. SCOPE OF AGREEMENT

This Agreement governs your use of the Website and is the entire agreement between you and the PCMA relating to your use of the Website, and supersedes all previous agreements, written, oral or otherwise, between you and the PCMA with respect to your use of the Website. This Agreement is in addition to and supplements any other written agreements you may have with the PCMA concerning your dealings with the PCMA generally. If there is any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreements that you or any persons you represent have with the PCMA, the provisions of this Agreement will govern regarding access to and use of the Website, and the other agreements will govern regarding all other matters.

4. CHANGES TO THIS AGREEMENT

The PCMA may in its discretion change this Agreement from time to time as it relates to future use of the Website, by posting the revised Agreement on the Website. By using the Website after this Agreement has been revised, you signify your acceptance and agreement, and the acceptance and agreement of all persons you purport to represent, without limitation or qualification, to be bound by the revised Agreement, and you represent and warrant that you have the legal authority to agree to and accept the revised Agreement on behalf of yourself and all persons you purport to represent. You may not change, supplement, or amend this Agreement in any manner.

5. OWNERSHIP AND PERMITTED USE OF THE WEBSITE

The Website (including all content and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through the Website) is the property of the EMDA and others, and is protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content.The Website is made available to you for your lawful use only. You may use the Website only in the manner described expressly in this Agreement and subject to all applicable laws.

You may print Website pages provided that you do not modify any of the pages and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The Website and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of the PCMA. You may not sell or resell any part of the Website or access to the Website.

6. TRADEMARK INFORMATION

The Private Capital Markets Association of Canada, PCMA, EMDA, Exempt Market Dealers Association of Canada and the EMDA and PCMA designs are trademarks owned or licensed by the PCMA. Other names and logos appearing on or in connection with the Website may be registered or unregistered trademarks, official marks, service marks, trade names and logos of their respective owners.

Any use of the trademarks, official marks, service marks, trade names or logos displayed on or in connection with the Website is strictly prohibited, and nothing appearing on or in connection with the Website will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those marks.

7. NO LINKING, FRAMING, MIRRORING, SCRAPING, DATA-MINING OR POSTINGS

Links to the Website without the express written permission of the PCMA are strictly prohibited. To request permission to link to the Website, please send an email to info@pcmacanada.com. The PCMA may in its discretion cancel and revoke any permission it may give to link to the Website at any time and without any notice or liability.

The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any means is strictly prohibited. You may not use any collaborative browsing or display technologies in connection with your use of the Website or to post comments, communications, or any other data of any kind to or on the Website with the intention that such postings may be viewed by other users of the Website.

8. UNSOLICITED SUBMISSIONS

In order to avoid potential misunderstandings or disputes, the PCMA does not accept or consider unsolicited ideas or suggestions (Submissions). If you send Submissions to thePCMA or the Website, you automatically grant (or warrant that the owner of the Submissions grants) to the PCMA and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use and exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of the PCMA or its successors, assigns and licensees, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of the PCMA and its successors, assigns and licensees.

9. DISCLAIMERS, LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY

DISCLAIMERS

YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS” AND "AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, LACK OF NEGLIGENCE, MERCHANTABILITY, NON-INFRINGEMENT, RESULTS, SECURITY, TIMELINESS, VIRUSES OR WORKMANLIKE EFFORT, ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY THE PCMA TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PCMA MAKES NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE THAT: (A) THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (B) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (C) THE INFORMATION AVAILABLE ON, THROUGH OR CONNECTED WITH THE WEBSITE WILL BE TIMELY, UNINTERRUPTED, SEQUENTIAL, ACCURATE OR COMPLETE; (D) CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE ACCESS TO OR USE OF THE WEBSITE; OR (E) THE ACCESS TO AND USE OF THE WEBSITE WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS AND WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND THE PCMA DISCLAIMS ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

LIABILITY EXCLUSIONS

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL THE PCMA EVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE, THIS AGREEMENT, THE SUBJECT MATTER OF THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY THE PCMA OR ANY PERSON FOR WHOM THE PCMA IS RESPONSIBLE, AND EVEN IF THE PCMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.

INDEMNITY

YOU WILL INDEMNIFY, DEFEND AND HOLD THE PCMA HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE PCMA IN CONNECTION WITH ANY CLAIM, DEMAND OR PROCEEDING ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR ACCESS TO OR USE OF THE WEBSITE, YOUR BREACH OF THIS AGREEMENT, OR ANY WRONGFUL CONDUCT BY YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE UNDER THIS AGREEMENT OR AT LAW. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE PCMA IN THE DEFENCE OF ANY SUCH CLAIM, DEMAND OR PROCEEDING.

DEFINITIONS

IN THIS SECTION 9, (A) REFERENCES TO "EMDA” INCLUDES THE PCMA AND EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, SUB-CONTRACTORS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS, JOINTLY AND SEVERALLY; (B) REFERENCES TO "WEBSITE” INCLUDE ALL CONTENT, INFORMATION, AND SERVICES AVAILABLE ON, THROUGH OR IN CONNECTION WITH THE WEBSITE; AND (C) REFERENCES TO "YOU” MEANS YOU AND ANY PERSONS YOU PURPORT TO REPRESENT OR WHO USE THE WEBSITE ON YOUR BEHALF.

10. PERSONAL INFORMATION PRIVACY

The PCMA collects, uses and discloses personal information in accordance with the PCMA Privacy Policy, which is available above and which may be changed from time to time by the PCMA in its discretion without any notice or liability to you or any other person by making an amended Privacy Policy accessible through the Website. By accepting this Agreement, and each time you use the Website, you consent to the collection, use and disclosure of your personal information by the PCMA in accordance with the Privacy Policy as it then reads.

11. OTHER SITES/RESOURCES

For your convenience, the Website may include links or references to other Internet sites or resources and businesses operated by other persons (collectively Other Sites). Other Sites are independent from the PCMA, and the PCMA has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. The PCMA does not sponsor or endorse Other Sites or their business, goods, services, or content, unless expressly indicated in writing. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against the PCMA arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. The provisions of this Agreement apply with all necessary modifications, to your access to and use of Other Sites and their business, goods, services and content.

12. CHANGES / TERMINATION

Notwithstanding any other provision of this Agreement, the PCMA may in its discretion change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person. The PCMA may in its discretion and for its convenience at any time immediately terminate, temporarily or permanently, this Agreement or your permission to access and use the Website without any notice or liability to you or any other person.

If this Agreement or your permission to access or use all or any part of the Website is terminated for any reason, then this Agreement and all other then existing agreements between you and the PCMA will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement, your access to and use of the Website, and all related matters are governed solely by the laws of Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Any dispute between you and the PCMA or any other person arising from, connected with or relating to the Website, this Agreement, or any related matters (collectively Disputes) will be resolved before the Courts of Ontario, sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.

14. OTHER MATTERS

If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect, unless as a result of any such severance this Agreement would fail in its essential purpose.

This Agreement enures to the benefit of and is binding upon each of the PCMA and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement. The PCMA may assign this Agreement and its rights and obligations under this Agreement without your consent. This Agreement contains provisions for the benefit of the PCMA’s directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and other related, associated, affiliated or connected persons, each of whom has the right to assert and enforce such provisions directly or on its own behalf.

No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.

Any rights not expressly granted by this Agreement are reserved to the PCMA.

Legal/Privacy