Terms of Service

1. Terms of Use

These Terms of Use (the "TOU") apply to the website at http://www.railz.ai (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 proprietary software system that Railz has developed to to provide businesses with financial data (the "Business Platform") 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 Railz Financial Technologies Inc. (the “Company”, or "Railz"), a corporation located at 180 John Street, Toronto, Ontario, Canada M5T1X5. Where the present TOU refers to "Railz", it may refer to Railz 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 Railz.

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.

Railz 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 Railz, 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:

• Railz Compliance Department
  180 John Street
  Toronto, Ontario M5T1X5
  Canada

• Railz Compliance Department
  compliance@railz.ai

2. 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 refuse orders, terminate Accounts, and/or cancel orders as set forth in any agreement between you and Railz, 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.

3. 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.

4. 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 Users 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. Railz will not have any liability whatsoever to you for any termination of your Account or the Services, or related deletion of your information.

5. Patent Information

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

6. 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, Railz 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.

7. 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;

• any implied warranty arising from the 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.railz.ai contact page.

14. Additional Terms

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

15. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario, 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).

16. 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.

17. 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.

18. Third-Party Services

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 Railz 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.

19. 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 Railz. 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.railz.ai

20. 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.

21. Intellectual Property

The Company maintains its website as a service to the Internet community. Access to and use of the Website is subject to the terms and conditions set forth herein and all applicable laws. The company may revise these terms and conditions from time to time by updating this posting. This site and all of its contents including, but not limited to, all text and images ("content") are owned and copyrighted by the Company or others, with all rights reserved unless otherwise noted. The content, without the express written permission of the Company or the rightful owner, may not be distributed, downloaded, modified, edited, reused, reproduced, transmitted, performed, displayed, or otherwise used by any mechanical or electronic means, except as provided herein. Any content that is a trademark, logo, or service mark is also a registered and/or unregistered trademark of the Company or others, including, but not limited to RAILZ, RAILZ CONNECT, RAILZ SITES, RAILZ INSIGHTS and RAILZ HECTAGON DESIGN.