CORL
TERMS OF USE

Effective Date: Nov 14, 2018

  1. Terms of Use.

These Terms of Use (the "TOU") apply to the website at http://www.corl.io (the "Website") which includes all subdomains present and future. We hope you enjoy your visit and / or use of the Website, which may include the use of the "Services", the propriety software system that Corl has developed to issue revenue-sharing investments to startups and businesses backed by machine learning and big data (the "Business Platform"), to whitelist and board investors participating in the Corl token sale (the "Investor Portal") as well as other related services. The Services are more fully defined herein below. For further clarity, any mention of the Website in these TOU includes the Services, as the Services are accessed on a subdomain of the Website.

By visiting and / or using the Website, initiating a transaction, or by clicking the acceptance box upon signing up for an Account (as defined below), you agree to be bound by the terms of the present TOU, without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use and shall refrain from using the Website. The TOU are a legal and binding agreement between you and us.

The Website is owned and operated by Corl Financial Technologies Inc. (the “Company”, or "Corl"), a corporation located at 375-4000 Saint-Ambroise Street, Montreal, QC H4C 2C7. Where the present TOU refers to "Corl", it may refer to Corl Financial Technologies Inc. and / or its officers, directors, employees, agents or representatives, depending on the context. Any reference to "we", "our", or "us" in these TOU, shall also refer to Corl.

In these TOU, a Website visitor or user, or the legal entity they represent (depending on the context), may be referred to as "you" or "your". When a Website user has created an Account and is logged in to the Services, they may be referred to as a "Logged-in User".

These TOU, together with the Privacy Policy, constitute the agreement (the “Agreement”) with us regarding your access and use of the Website and the Services.

Corl reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your visit or use of the Website, the initiation of a transaction or the selection of an acceptance box following the posting of any changes to the TOU constitutes acceptance of those changes. If we make any substantial changes to the TOU that materially affect your legal relationship with Corl, we will use commercially reasonable efforts to notify you by sending a notice to the primary email address specified in your Account or by posting a prominent notice when you log in to your Account for the first time following those changes.

The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Website.

If you have any questions about the TOU, please contact:

Corl Compliance Department
compliance@corl.io

or:

Corl Compliance Department
4000 Saint-Ambroise Street, Suite 375
Montreal, QC H4C 2C7
Canada

  1. Limitation of Use.

This Website and all its contents are intended solely for your use alone. You may not reproduce, publish, transmit, distribute, license, display, modify, create, work from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the content design, source code, software, photos, images and other information from this Website. The content on this Website may be used only as a resource. Any other use, including the reproduction, modification, distribution, licensing, transmission, republication, display, or performance of the content on this Website is strictly prohibited. We reserve all intellectual property rights in all text, programs, products, processes, technology, content, layouts and other materials which appear on this Website as well as the look and feel related thereto. Access to this Website does not confer, nor shall such access be considered as conferring, upon anyone any license under any of these intellectual property rights. Access to this Website does not authorize anyone to use any of the Company’s name, logo, mark or any other intellectual property in any manner, except if prior written approval is obtained.

We reserve the right, in our discretion and without notice to you, to limit investment quantities, to limit investor Accounts, refuse orders, terminate Accounts, and/or cancel orders as set forth in the Revenue-Sharing Agreement or the Investor Agreement or any other agreement between you and Corl, whichever is applicable to you, if we believe that your conduct violates applicable law, the TOU, the Privacy Policy or is harmful to our interests.

  1. Eligibility.

Use of the Website and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. Every person that uses the Services represents and warrants to us that he or she is not a minor and that he or she has the capacity to enter into a binding contract. If the Services are being obtained for a business purpose, every person or entity that uses the Services represents and warrants to us that you are the authorized representative of the business with full authority to enter into a binding agreement on behalf of the business.

  1. Account

In order to use the Services, you may be required to create a service account (“Account”) by registering on the Website to become a registered user of the Services. To register, you must provide your real name, address, phone number and e-mail address, along with other information that may be required from time to time. For business purpose users, you must provide your real name, title, business address, business phone and fax numbers, and e-mail address along with other information that may be required from time to time. The right to use the Services is personal to you as the user or to the business you are registering for and is not transferable to any other person. All Logged-in User must comply with these TOU and the Privacy Policy.

By creating an Account, you represent and warrant that all registration information for the Account that you submit is truthful and accurate. You agree not to use the Account of another user. You are solely responsible for any and all use of your Account, including, without limitation, any fees that accrue for any use of your Account. You agree that sharing the Services with another person or providing another person access to the Services through your Account breaches these TOU and may constitute fraud or theft, for which we reserve all rights and remedies. You agree not to resell or attempt to resell any aspect of the Services, whether for profit or otherwise, or authorize any other individual or entity to use the Services via your Account.

As necessary and to the extent permitted by applicable law, we reserve the right to suspend, and/or terminate, at any time, without warning, your Account or the Services and/or full or partial access to your Account or the Services. You understand that any termination of your Account may (as necessary and to the extent permitted by applicable law) involve deletion of your Account information from our live databases and all the information stored for such Account. Corl will not have any liability whatsoever to you for any termination of your Account or the Services, or related deletion of your information.

  1. Patent Information.

The Company’s algorithm, methods, and technologies embedded in this Website are already covered by patents or are patent pending and are protected under Canadian and international copyright and other intellectual property laws.

  1. Third-Parties.

The Website may contain hyperlinks, which will take you out of the Company’s Website and connect you to third party sites. The Company is providing these hyperlinks to you only as a convenience. These sites are not under our control and by accessing them, you do so at your own risk. The fact that the Website offers links to third party sites does not mean that we endorse or approve the content of these sites or the products, services or publications that may appear thereon. The content available through these hyperlinks is not subject to our policies. Therefore, Corl shall not be held responsible for any damages that you may incur when you are redirected to third party sites by way of a hyperlink.

  1. No Warranties.

The Website and the services are provided on an "as is" and "as available" basis. Your use of and reliance thereon are at your own and sole risk. We make no other representations or warranties of any kind, express or implied on the Website and the Services, including without limitation:

  • That the Website or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;
  • Any implied warranty of quality of services rendered, specific results or fitness for a particular purpose and
  • Any implied warranty arising from course of dealing or usage of trade.

To the full extent permissible under applicable law, we disclaim any and all such warranties. No advice or information, whether oral or written, which you obtain from us or through the use of Services shall create any warranty not expressly stated in this Agreement.

  1. Limitation of Liability.

In no event shall the Company, its officers, directors, agents or mandataries, subsidiaries, affiliates, employees, successors, assigns, content providers or service providers be liable for any direct, indirect, incidental, special or consequential damages arising out of or in any way connected with the use of this Website or with the delay or inability to use this Website, or for any information, products and services obtained through this Website, or otherwise arising out of the use of this Website, whether based on contract, tort, fault, strict liability or otherwise and whether or not arising from the negligence of the Company.

  1. Indemnity.

You agree to defend, indemnify and hold us and our subsidiaries, parents, affiliates, officers, directors, agents, and employees harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys' fees) arising from or in connection with (a) your breach of this Agreement, as amended from time to time; (b) your violation of any state, provincial, federal, foreign or international laws, codes or regulations; and/or (c) your violation of any third party's rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.

  1. Monitoring of the Site.

We have no duty to monitor the Website; however, you understand and agree that we have the right to monitor the Website electronically when we see fit and to reveal any information you provide as required or appropriate to comply with any law, regulation or other governmental request, to operate the Website, or to shield ourselves or other users of the Website.

  1. Severability.

If any provision in this TOU shall be considered, void, or for any reason unenforceable, then that provision and conditions shall not affect the validity and enforceability of any remaining provisions.

  1. Termination.

We, in our sole discretion, unless otherwise prohibited by law, may terminate or modify this TOU, access to the Website or the Services, or any current transaction at any time without notice for any reason.

  1. Submissions to the Website.

All comments, deliberations, ideas, theories, know-how, methods, graphics or other submissions communicated to the Company through the Website (collectively, "Submissions") will be considered and remain the Company’s possession, and the Company is permitted to use any Submission for any purpose not prohibited by applicable law, without restriction and without compensation to the submitting party. By communicating a Submission to the Company, you surrender, assign and waive in favour of the Company all of your rights, including intellectual property rights, in and to said Submission. The Company shall not be subject to any obligations of confidentiality regarding Submissions except as granted by the Company or as required by law. Before using the Website, you should review the Company’s Privacy Policy. If you would like more information concerning the Company’s practices relating to the protection of your personal information, please contact us via our www.corl.io/contact page.

  1. Additional Terms.

Portions of the Website may impose, or require your agreement to, additional terms and conditions. In the event of a conflict between this TOU and those additional terms and conditions, the additional terms and conditions will have precedence over the terms and conditions of this Agreement.

  1. Governing Law.

This Agreement shall be governed by the laws of the Province of Quebec, Canada (unless this choice of law is not permitted under the laws of the jurisdiction in which you reside, in which case the laws of the jurisdiction in which you reside will govern this Agreement).

  1. Language.

The parties hereby confirm their express wish that the present Agreement and all documents and agreements directly and indirectly related thereto, including notices, be drawn up in English. Les parties reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents et conventions qui s’y rattachent directement ou indirectement, y compris les avis, soient rédigés en langue anglaise.

  1. Failure to Exercise or Enforce the Terms of Use

The failure of the Company to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these TOU is held invalid, the remainder of these TOU shall continue in full force and effect. If any provision of these TOU shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these TOU and shall not affect the validity and enforceability of any remaining provisions.

  1. Third-Party Services and Flinks API

The Services may allow you to access certain services and content that is provided by third parties for which you may have a separate relationship directly with such third parties (“Third Party Services”). You agree that Corl shall not bear any responsibility for such Third-Party Services or your continued access to them via the Services. You are responsible for any fees for Third Party Services that result from your access to or use of them. You hereby represent and warrant that you have the necessary rights to access and use such Third-Party Services through the Services and that your use of the Third-Party Services is in compliance with the terms of use applicable to such Third-Party Services.

Your use of bank account verification enabled by Flinks API (“Flinks Service”) from within the Business Platform is subject to the following terms.

  • Proprietary Rights.You are permitted to use information, data or other materials delivered to you through the Flinks Service only with the Business Platform. You may not copy, reproduce, distribute, or create derivative works from this information, data, or other materials. Further, you agree not to reverse engineer or reverse compile any of the Flinks Service technology.
  • Content You Provide.You are licensing to the Company and Flinks Technology, Inc. (“Flinks”), any data, passwords, or other information (collectively, “Content”) you provide through or to the Flinks Service. The Company and Flinks may use, modify, display, distribute and create new material using such Content only to provide the Flinks Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, the Company and Flinks may use the Content for the purposes set out above.
  • Third Party Accounts.By using the Business Platform and the Flinks Service, you authorize the Company and Flinks to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant the Company and Flinks a limited power of attorney, and you hereby appoint the Company and Flinks as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party Internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person, only as required to provide you the Flinks Service. You acknowledge and agree that when the Company or Flinks accesses and retrieves information from third party sites, the Company and Flinks are acting as your agent, and not the agent or on behalf of the third party. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by You. You understand and agree that the Flinks Service is not endorsed or sponsored by any third party account providers accessible through the Flinks Service.
  • Disclaimer of warranties.You expressly understand and agree that: (a) Your use of the Flinks Service and all information, products and other content (including that of third parties) included in or accessible from the Flinks Service is at your sole risk. The Flinks Service is provided on an "as is" and "as available" basis. The Company and Flinks expressly disclaim all warranties of any kind as to the Flinks Service and all information, products and other content (including that of third parties) included in or accessible from the Flinks Service, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. (b) The Company and Flinks make no warranty that (i) the Flinks Service will meet your requirements, (ii) the Flinks Service will be uninterrupted, timely, or error-free, (iii) the quality of any products, services, information, or other material purchased or obtained by you through the Flinks Service will meet your expectations, or (iv) any errors in the technology will be corrected. 
    (c) Any material downloaded or otherwise obtained through the use of the Flinks Service is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from The Company or Flinks through or from the Flinks Service will create any warranty not expressly stated in these terms.
  • Limitation of liability.You agree that neither the Company or Flinks nor any of their affiliates, account providers or any of their affiliates will be liable for any harms, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if the Company or Flinks has been advised of the possibility of such damages, resulting from: (a) the use or the inability to use the Flinks Service; (b) the cost of getting substitute goods and services, (c) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Flinks Service ; (d) unauthorized access to or alteration of your transmissions or data; (e) statements or conduct of anyone on the Flinks Service ; (f) the use, inability to use, unauthorized use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or (g) any other matter relating to the Flinks Service.
  • You agree to protect and fully compensate the Company and Flinks and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys/legal fees) caused by or arising from your use of the Flinks Service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.
  • You agree that Flinks is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Flinks were a party to this Agreement.
  1. Future Electronic Messages

The Company would like your express consent to send you future electronic messages (Email) to the email address you provided regarding our products and services. By becoming a user and creating an Account, you will agree to receive emails from the Company relating to activities and products provided by Corl. Your consent will remain valid unless withdrawn and may be shared with third parties. Once you receive electronic messages from the Company, you will have the ability to easily and permanently unsubscribe from further electronic messages. The Company does not sell or share your information. If you have any questions regarding the Company electronic messaging policy, you may contact us at www.corl.io/contact.

  1. IT Security

The Company complies with applicable law governing the protection of personal information. In addition, the Company uses techniques to protect the confidentiality of the information exchanged between you and us. However, the Company shall not be held responsible for any damages that you may incur as a result of your access to the Website or your use of the Services. Communications exchanged while visiting the Website or using the Services are neither secure nor confidential. They can be lost or intercepted. No electronic system is completely secure or error-free. The Company shall not be held responsible for any damages that you may incur from visiting the Website or using the Services or from any communications exchanged. You are responsible for ensuring the protection and safekeeping of your data when visiting the Website or using the Services.